Directors Report of India Power Corporation Ltd.

Mar 31, 2023

BOARDS REPORT

DEAR MEMBERS,

Your Directors are pleased to present the 103rd Annual Report together with the Audited Financial Statements of your
Company for the financial year ended 31st March, 2023.

FINANCIAL PERFORMANCE

The key highlights of the standalone and consolidated financial performance of your Company is summarised below:

	Standalone		Consolidated
Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022	Year ended 31st March, 2023	Year ended 31st March, 2022
Total income [including Regulatory income/(expense)]	69,588.25	63,420.69	71,841.67	65,581.78
Total expenditure	67,723.29	61,219.82	69,635.23	63,447.05
Share of Profit/(Loss) of Joint Venture	-	-	(118.41)	(7.28)
Profit before Tax	1,864.96	2,200.87	2,088.03	2,127.45
Less: Provision for Taxation
Current Tax	656.00	548.00	656.12	550.26
Deferred Tax	(151.69)	38.25	(151.69)	38.25
Profit for the year from continuing operations	1,360.65	1,614.62	1,583.60	1,538.94
Profit for the year	1,360.65	1,614.62	1,583.60	1,538.94

REVIEW OF OPERATIONS AND STATE OF THE
COMPANY''S AFFAIRS

Your Company is one of the leading integrated power
utilities in India that started its journey in the year 1919.
Your Company has a Distribution License spread across
798 sq. kms. in the Asansol - Raniganj area of West Bengal.
Your Company maintains one of the lowest transmission
and distribution losses in the country which is around 3%.
Over the years, your Company has ventured into generation
of electricity and has a total generation capacity of 38.8 MW
comprising of 12 MW thermal power plant in Asansol, West
Bengal, 24.8 MW of wind asset in Gujarat and 2 MW solar
asset in West Bengal.

The total income (including Regulatory income/expense)
was recorded at '' 69,588.25 lakhs for the financial year
ended 31st March, 2023, in comparison to the previous year
figure of '' 63,420.69 lakhs. Your Company supplied 910.96
MU of power in its license area and 45.80 Mu of wind power
during the financial year ended 31st March, 2023. The Profit
after Tax for the financial year ended 31st March, 2023 was
recorded at '' 1,360.65 lakhs as compared to previous year''s
figure of '' 1,614.62 lakhs.

Your Company''s wholly-owned subsidiary, MP Smart Grid
Private Limited, has been engaged in executing a first of its
kind public private partnership awarded by Madhya Pradesh
Paschim Kshetra Vidyut Vitaran Company Limited, Indore
that involves installation of 3,50,000 smart meters across
five towns in Madhya Pradesh.

Detailed information on your Company''s operations, state
of its affairs and outlook, are elaborated in the Management
Discussion and Analysis Report as stipulated under
Regulation 34(2) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing Regulations")
which is attached to this Report as Annexure I.

There is no material change and commitment affecting the
financial position of your Company which has occurred after
the end of the financial year till the date of this Report, other
than those stated in this Report.

DIVIDEND

The Board of Directors have recommended a dividend of
5 (five) percent ('' 0.05 per equity share of '' 1 each) for the
financial year ended 31st March, 2023, subject to approval
of the Members at the ensuing 103rd Annual General
Meeting. The dividend payout is in accordance with your
Company''s Dividend Distribution Policy formulated in
terms of Regulation 43A of the Listing Regulations, which
is available on your Company''s website at the link https://
www.indiapower.com/wp-content/uploads/2020/09/
Dividend-Distribution-Policy.pdf.

RESERVES

The amount carried to the reserves and surplus for the
financial year 2022-23 are given in the Standalone Financial
Statements of your Company for the financial year ended
31st March, 2023.

DEPOSITS

Your Company has not accepted any deposits within the
ambit of Section 73 of the Companies Act, 2013 ("Act") and
the Companies (Acceptance of Deposits) Rules, 2014 during
the year under review.

SHARE CAPITAL

In terms of the Scheme of Arrangement and Amalgamation
of India Power Corporation Limited ("erstwhile IPCL") (CIN:
U40101WB2003PLC097340) into and with DPSC Limited
(now known as India Power Corporation Limited) (CIN:
L40105WB1919PLC003263) sanctioned by the Hon''ble
High Court at Calcutta vide its order dated 17th April,
2013 ("Scheme"), the Shareholders of erstwhile IPCL are
entitled to be allotted 11 equity shares of '' 1 each of your
Company for every 100 equity shares of erstwhile IPCL held
by them totaling to allotment of 112,02,75,823 equity shares
of '' 1 each ("consideration shares"). The existing holding
of erstwhile IPCL in your Company i.e. 51,61,32,374 equity
shares shall stand cancelled pursuant to the aforesaid
Scheme and accordingly the paid-up equity share capital of
your Company upon allotment of the consideration shares
and cancellation as envisaged above will be increased from
'' 97,37,89,640 to '' 157,79,33,089 comprising 157,79,33,089
equity shares of '' 1 each. Cancellation and allotment of the
aforesaid shares has not been given effect due to certain
pending clearance(s)/approval(s) from the Stock Exchanges.

SUBSIDIARIES AND ASSOCIATES

During the year under review, India Power Corporation
(Bodhgaya) Limited which was undergoing Corporate
Insolvency Resolution Process under The Insolvency and
Bankruptcy Code, 2016 ("IBC") ceased to be subsidiary of
your Company with effect from 18th July, 2022 pursuant to
the order of the National Company Law Tribunal ("NCLT"),
Kolkata dated 18th July, 2022.Your Company incorporated
a wholly-owned subsidiary company MP Smart Metering
Private Limited on 25th April, 2023.

In line with Section 129(3) of the Act read with the Companies
(Accounts) Rules, 2014, Listing Regulations and in
accordance with Indian Accounting Standards, Consolidated
Financial Statements prepared by your Company includes
financial information of the subsidiary and associate
companies and their contribution to the overall performance
of your Company during the year under review.

Pursuant to the provisions of Section 129(3) of the Act read
with Rule 5 of the Companies (Accounts) Rules, 2014, the
Statement in Form AOC-1 containing the salient features of
the Financial Statements of your Company''s subsidiaries
and associate forms part of the Consolidated Financial
Statements of your Company which is in addition to this
Report. Further, in terms of Section 134(3) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, the
report on the highlights of the performance of the subsidiary
and associate companies also forms part of Form AOC-1.

Pursuant to the provisions of Section 136 of the Act, copies
of the Annual Accounts in respect of each of the subsidiaries
would be available on your Company''s website www.
indiapower.com and copy of such audited accounts will be
provided to the Members at their request.

BOARD OF DIRECTORS

• Appointment

The Board of Directors ("Board") of your Company at
their meeting held on 25th May, 2023, based on the
recommendation of the Nomination and Remuneration
Committee approved the appointment of Mr. Debashis
Bose (DIN: 06684439) as an Additional Director of your
Company with effect from 1st July, 2023 to hold office up
to the date of the ensuing Annual General Meeting. The
Board had also appointed him as an Executive Director
for a term of 3 (three) years with effect from 1st July,
2023 till 30th June, 2026 subject to the approval of the
Members at the ensuing Annual General Meeting whose
period of office shall be liable to retire by rotation. The
Board had also approved the terms and conditions of the
appointment including remuneration.

The Board of Directors of your Company recommends
the above appointment. Appropriate resolution for his
appointment shall be included in the Notice convening
the ensuing Annual General Meeting for seeking
approval of the Members.

• Director retiring by rotation

In accordance with the provisions of Section 152 of
the Act read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles
of Association of your Company, Mr. Jyoti Kumar
Poddar (DIN: 00690650), Non-Executive Director of
your Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself
for re-appointment. The Board of Directors of your
Company recommends the above re-appointment.

• Cessation

Mr. Nand Gopal Khaitan (DIN: 00020588), Independent
Director resigned from the Board of your Company
with effect from 24th April, 2023 due to professional
opportunities. He has confirmed that there is no other
material reason for his resignation other than as
provided. The Board of your Company has placed on
records its sincere appreciation for the guidance and
support rendered by Mr. Nand Gopal Khaitan during his
association with your Company.

• Performance Evaluation

Pursuant to the provisions of Section 134 read with
Code of Independent Directors (Schedule IV to the Act)
and Section 178 of the Act and the Listing Regulations,
the Board carried out the annual evaluation of
the performance of the Board, the working of the
Committees of the Board and Individual Directors for

the financial year 2022-23. The Board of your Company
evaluated the same after seeking inputs from all the
Directors and expressed their satisfaction with the
overall evaluation process.

Further, in the separate meeting of Independent
Directors of your Company held during the year under
review, performance of non-Independent Directors,
performance of the Board and the performance of
the Chairman was evaluated and the quality, quantity
and timeliness of flow of information between your
Company''s Management and the Board was assessed.

• Declaration by Directors

As per the declarations received by your Company,
none of the Directors on the Board of your Company
are disqualified to be appointed as a Director of your
Company under the applicable provisions of the Act
and/or the Listing Regulations.

• Independent Directors

The Board of your Company have taken on record the
declarations received from each of the Independent
Directors confirming that they continue to meet the
criteria of independence prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and that they are not aware of
any circumstances or situation, which exist or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
of independent judgement and without any external
influence, after undertaking due assessment of
veracity of the same.

The Independent Directors of your Company have
taken requisite steps towards inclusion of their name in
the Databank of the Independent Directors maintained
with the Indian Institute of Corporate Affairs, in
terms of Section 150 of the Act read with Rule 6(4)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The terms and conditions of appointment of
Independent Directors are available on your Company''s
website at the link https://www.indiapower.com/
wp-content/uploads/2020/09/Terms-Conditions-of-
Appointment-of-ID.pdf.

KEY MANAGERIAL PERSONNEL

In terms of Sections 2(51) and 203 of the Act, the following

were the Key Managerial Personnel of your Company as on

31st March, 2023:

i) Mr. Raghav Raj Kanoria, Managing Director

ii) Mr. Somesh Dasgupta, Whole-time Director

iii) Mr. Amit Poddar, Chief Financial Officer

iv) Mr. Prashant Kapoor, Company Secretary

COMMITTEES OF THE BOARD

Your Company has 6 (six) Board level Committees viz. Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee
and Committee of Directors set up under the formal
approval of the Board to carry out clearly defined roles
and responsibilities. Details of the composition, terms of
reference, number of meetings held during the financial year,
attendance of Members etc. is provided in the Corporate
Governance Report annexed hereto and forming part of this
Report.

All observations, recommendations and decision of the
above Committees are placed before the Board of your
Company for their consideration. During the year under
review, there has been no instance where the Board has not
accepted the recommendations of the Committees.

BOARD AND COMMITTEE MEETINGS

During the financial year 2022-23, 4 (four) meetings of the
Board of your Company were convened and held on 27th
May, 2022, 9th August, 2022, 11th November, 2022 and 10th
February, 2023.

Additionally, several Committee meetings were also held
during the year under review. Detailed information of
particulars of meetings held during the financial year 2022¬
23 and the attendance of the Directors at such meetings
are given in the Report on Corporate Governance annexed
hereto and forming part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Sections 134(3)(c) and 134(5) of the Act, your
Directors to the best of their knowledge and ability and
according to the information and explanations obtained by
them, state and confirm that:

a) in the preparation of the Annual Accounts for the
financial year ended 31st March, 2023, the applicable
Accounting Standards have been followed, along with
proper explanation relating to material departures;

b) they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company as at 31st March, 2023 and of the profit of
your Company for the year ended on that date;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a going
concern basis;

e) they have laid down internal financial controls to be
followed by your Company and that such internal
financial controls are adequate and are operating
effectively; and

f) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

POLICIES AND PROCEDURES

Policies and Procedures are an essential component of
your Company''s Corporate Governance framework which
outlines the organisational and operational structure. In line
with this approach and in terms of the provisions of the Act
and Listing Regulations, your Company has framed various
Policies and Procedures duly approved and adopted by the
Board. Your Company reviews its Policies and Procedures in
view of the changing business environment and regulatory
frameworks.

• Nomination & Remuneration Policy

In terms of Section 178(3) of the Act and Regulation 19
of the Listing Regulations, your Company has in place a
Nomination & Remuneration Policy which broadly lays
down the guiding principles, procedures and basis for
selection and appointment of Directors, Key Managerial
Personnel and Senior Management Personnel,
including criteria for determining qualification, positive
attributes, independence of a Director and payment of
Remuneration to Directors, Key Managerial Personnel,
Senior Management Personnel and other Employees.

During the year under review, the Board of your
Company based on the recommendation of the
Nomination and Remuneration Committee, approved
and adopted a revised Nomination & Remuneration
Policy to align it with the amendment in the provision of
the Listing Regulations. The Policy is available on your
Company''s website at the link https://www.indiapower.
com/wp-content/uploads/2023/02/Nomination-and-
Remuneration-Policy.pdf.

• Corporate Social Responsibility

Your Company believes in a holistic approach when
it comes to perceiving the society at a large. Your
Company understands its social responsibility and
hence has been at the epitome of being a socially
responsible organisation. Your Company strives to
create a value-based and empowered society through
continuous and purposeful engagement with the local
communities.

In line with your Company''s Corporate Social
Responsibility ("CSR") Policy and strategy, this year
your Company focused primarily on certain sections
such as skill development, rural and infrastructural
development, relief and care, education, sports,
healthcare, women empowerment, environment,
promotion of cultural heritage.

The details of the CSR initiatives and projects undertaken
by your Company during the financial year 2022-23 are

outlined in the Annual Report on CSR activities which
is attached to this Report as Annexure II.

Your Company undertakes CSR activities in accordance
with the CSR Policy. The Policy is available on your
Company''s website at the link https://www.indiapower.
com/wp-content/uploads/2021/06/Corporate-Social-
Responsibility-Policy. pdf.

• Risk Management

Your Company has adopted a Risk Management Policy
aimed to ensure resilience for sustainable growth and
sound corporate governance by having a process of
risk identification and management in compliance with
the provisions of the Act and the Listing Regulations.
Your Company recognises that the emerging and
identified risks need to be managed and mitigated to
create sustainable value for all its stakeholders and
achieve business objectives.

Pursuant to the requirement of Regulation 21 of the
Listing Regulations, your Company has constituted
a Risk Management Committee to oversee the Risk
Management process of your Company. The Risk
Management Committee biannually reviews the major
risks identified and finalises related mitigation plans.

Internal Financial Control is an integral part of the
Risk Management process and the Board is of the
opinion that it has been working effectively. In view
of its importance, your Company makes efforts on
an ongoing basis to strengthen the Internal Financial
Control system.

The details of the key risks identified and the response
strategies adopted to mitigate the same are explained
in the Management Discussion and Analysis Report
annexed hereto and forming part of this Report.

• Internal Control Systems and their Adequacy

The details with respect to Internal Control Systems
and their adequacy are provided in the Management
Discussion and Analysis Report, which forms part of
this Report.

• Vigil Mechanism for Directors and Employees

Your Company promotes ethical behaviour in all its
business activities and has put in place a mechanism
for reporting illegal or unethical behaviour. The Board
of your Company has in terms of Section 177(9) of
the Act and Regulation 22 of the Listing Regulations,
framed and adopted a Vigil Mechanism / Whistle
Blower Policy with an aim to provide a mechanism,
inter alia, enabling Stakeholders including Directors
and Employees to freely communicate their concerns
about suspected unethical behaviour, improper / illegal
practices, leakage of Unpublished Price Sensitive
Information and wrongful conduct taking place in your
Company and also to provide adequate safeguard
against victimisation of Directors and Employees who
avail the mechanism.

The Whistle Blower Policy / Vigil Mechanism specify
the procedure and reporting authority for reporting
such unethical behaviour or improper activity with
provisions for direct access to the Chairman of the
Audit Committee for redressal. The Policy also provides
for a detailed complaint and investigation process. The
functioning of the Vigil Mechanism / Whistle Blower
Policy is reviewed by the Audit Committee.

Your Company hereby affirms that no complaint under
the Policy was received during the year under review
and that no person was denied access to the Chairman
of the Audit Committee. The Vigil Mechanism /
Whistle Blower Policy is available on your Company''s
website at the link https://www.indiapower.com/wp-
content/uploads/2020/09/WHISTLE-BLOWER-VIGIL-
MECHANISM.pdf.

• Prevention, Prohibition and Redressal of Sexual
Harassment of Women at the Workplace

Your Company has zero tolerance towards sexual
harassment at workplace and remains committed to
provide and promote a healthy culture and congenial
working environment for all its Employees that enables
Employees to work without fear of prejudice, gender
bias and sexual harassment. As an organisation, your
Company is committed to ensure that every Employee
is treated with dignity and respect.

Your Company in order to foster a positive workplace
environment, free from harassment of any nature and
in terms of the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, has
enacted a Policy on Prevention of Sexual Harassment and
constituted Internal Complaints Committee to redress
complaints, if any, received regarding sexual harassment.
During the year under review, no complaint pertaining to
sexual harassment was received by your Company.

AUDITORS AND AUDITOR''S REPORT

• Statutory Auditors

Pursuant to Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, M/s. S
S Kothari Mehta & Co., Chartered Accountants (Firm
Registration No. 000756N) were appointed as the
Statutory Auditors of your Company at the 102nd
Annual General Meeting to hold office for a period of
5 (five) consecutive years, from the conclusion of the
102nd Annual General Meeting till the conclusion of
the 107th Annual General Meeting of your Company
to be held in the year 2027. In accordance with the
Companies (Amendment) Act, 2017 enforced on 7th
May, 2018 by the Ministry of Corporate Affairs, the
appointment of Statutory Auditors is not required to
be ratified at every Annual General Meeting.

The Reports given by the Auditors on the Standalone and
Consolidated Financial Statements of your Company
for the year ended 31st March, 2023 forms part of the
Annual Report. The Auditors’ Report on the Standalone

and Consolidated Financial Statements of your
Company for the year ended 31st March, 2023 contains
a qualification with respect to the valuation of beneficial
interest in Power Trust amounting to '' 26,092.09 lakhs
being derived on the basis of a valuation report. As the
major underlying asset of Power Trust is subject to a
case filed with NCLT under IBC which is pending as on
date, the appropriateness of the carrying amount of the
beneficial interest is dependent on the assumptions
regarding the outcome of the case and hence may
change significantly and its impact on the Financial
Statement cannot be ascertained. Your Company has
receivable of '' 19,970 lakhs from Power Trust for sale of
Compulsorily Convertible Preference Shares and Fully
and Compulsorily Convertible Debentures of Hiranmaye
Energy Limited in previous years which being unsecured
and recovery of the same being dependent on the
outcome of the case as referred above, the impact on
the Financial Statement cannot be quantified. Valuation
of beneficial interest in Power Trust has been carried
out by an independent registered valuer. Any change
in value of beneficial interest in Power Trust will be
accounted for on outcome of the case pending with
NCLT. Presently the matter is sub-judice.

It further contains a qualification with respect to an
application before NCLT under Section 7 read with
Section 60(2) of IBC filed by the lenders of Meenakshi
Energy Limited ("MEL") for invocation of Corporate
Guarantee given by your Company. State Bank of India
has filed an application before NCLT against your
Company, in its capacity as Corporate Guarantor of
MEL. The issue whether there exist a debt due to the
lenders of MEL is presently sub-judice and also on the
validity of Corporate Guarantee in as much as West
Bengal Electricity Regulatory Commission ("WBERC"),
the Regulator has not approved it. Presently the matter
is sub-judice.

It further contains a qualification with respect to
unsecured loans including interest accrued thereon
of '' 3,753.24 lakhs recoverable from MEL. Pursuant to
initiation of Corporate Insolvency Resolution Process
("CIRP") in respect of MEL, MEL ceased to be subsidiary
of your Company as per Indian Accounting Standard. Fair
value of investments in MEL are adjusted through other
comprehensive income. Based on the developments in
CIRP of MEL, your Company has recognised fair value
loss of '' 9,472.12 lakhs through other comprehensive
income during the year. Your Company has an admitted
claim by the Committee of Creditors of MEL, which is
higher than the carrying amount as given above and
your Company is hopeful of recovering the same.

It further contains a qualification with respect to one of
the power suppliers who has adjusted the dues related
to your Company amounting to '' 8,717.06 lakhs from
another Body Corporate. Your Company has disputed
the same and is taking necessary steps to address
the matter and is pursuing the same with the power
supplier. Till the matter is resolved, your Company is

continuing to show the balances outstanding of the
said power supplier as trade payables.

The Statutory Auditors of your Company have not
reported any incident of fraud to the Audit Committee
of your Company during the year under review in terms
of provisions of Section 143(12) of the Act.

• Cost Auditors

Pursuant to Section 148(2) of the Act read with the
Companies (Cost Records and Audit) Rules, 2014,
your Company is required to maintain cost records
and get its cost records audited by a Cost Accountant
and accordingly such accounts and records are
maintained by your Company. The Board of Directors
of your Company at its meeting held on 25th May, 2023
based on the recommendation of the Audit Committee,
approved the re-appointment of M/s. Mani & Co., Cost
Accountants (Firm Registration No. 000004) as the
Cost Auditors to conduct the audit of the cost records
of your Company for the financial year ended 31st
March, 2024.

The remuneration payable to the Cost Auditors is
subject to ratification of the Members at the ensuing
Annual General Meeting. Accordingly, appropriate
resolution for ratification of the remuneration payable
to M/s. Mani & Co., Cost Accountants to conduct the
audit of cost records of your Company for the financial
year ended 31st March, 2024 shall be included in the
Notice convening the ensuing Annual General Meeting
for seeking approval of the Members.

• Internal Auditors

Saraf & Chandra LLP have been appointed as the
Internal Auditors of your Company for the financial year
ended 31st March, 2024 pursuant to Section 138(1) of
the Act to conduct the internal audit of the functions
and activities of your Company. The Internal Auditors
report to the Audit Committee. The Internal Audit
Report is placed at the meetings of Audit Committee
for their review.

• Secretarial Auditors

Pursuant to Section 204 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 framed thereunder
and Regulation 24A of the Listing Regulations, M/s. MR
& Associates, Practising Company Secretaries have
been appointed to conduct the secretarial audit of your
Company for the financial year ended 31st March, 2023.
The Secretarial Audit Report is attached to this Report
as Annexure III.

The Secretarial Auditors have made an observation
in the Secretarial Audit Report with respect to the
pending WBERC matter. WBERC vide its order dated
7th July, 2014 in its suo-moto proceedings against
your Company in respect of the Scheme has held that

the said arrangement needs prior approval of WBERC
under Section 17(4) of the Electricity Act, 2003 and in
absence of such prior approval, WBERC has held the
Scheme as void as a licensee. The said order was
challenged by your Company before the Hon''ble High
Court at Calcutta and the single member bench of
Hon''ble High Court at Calcutta quashed the said order
dated 7th July, 2014 by allowing the Writ Application.
WBERC has preferred an appeal against the order of
the single member bench before the division bench of
the Hon''ble High Court at Calcutta. The disposal of the
matter is presently pending.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V to the
Listing Regulations, the Report on Corporate Governance is
attached to this Report as Annexure IV and the Certificate
from M/s. S S Kothari Mehta & Co., the Statutory Auditors of
your Company conforming compliance of the conditions of
Corporate Governance forms part of the said Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Board of Directors of your Company has adopted a
Related Party Transactions Policy to ensure proper approval,
reporting and disclosure processes are in place for all
transactions between your Company and Related Parties.
The Related Party Transactions Policy is available on your
Company''s website at the link https://www.indiapower.
com/wp-content/uploads/2022/04/IPCL-RELATED-PARTY-
TRANSACTION-POLICY-11-02-2022.pdf.

All Related Party Transactions entered into by your Company
during the financial year 2022-23 were in the ordinary course
of business and on an arm''s length basis and in accordance
with the provisions of the Act, the Listing Regulations and
the Related Party Transactions Policy of your Company. No
material Related Party Transaction arising from contract
/ arrangement / transaction under the purview of Section
188(1) of the Act was entered into with Related Parties
during the financial year 2022-23, the disclosure of Related
Party Transactions in terms of Section 134(3)(h) of the Act in
Form AOC-2 is not applicable to your Company. The details
of Related Party Transactions entered by your Company
with Related Parties during the financial year 2022-23 are
set out in the Notes to the Financial Statements for the year
ended 31st March, 2023.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Your Company, being engaged in the business of providing
infrastructure facilities, the loans made, guarantees given
or security provided and the investments / acquisitions
made by your Company by way of subscription, purchase
or otherwise in the securities of any other body corporate
are exempt from the applicability of provisions of Section
186 of the Act.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The statement containing the information relating to
conservation of energy, technology absorption, foreign
exchange earnings and outgo in accordance with Section
134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is attached to this Report as
Annexure V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS / COURTS /
TRIBUNALS

There has been no significant and material order passed
by the Regulators / Courts / Tribunals impacting the going
concern status of your Company and its future operations.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The statements containing the information to be disclosed
in terms of Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached to this Report as
Annexure VI and Annexure VII.

COMPLIANCES WITH APPLICABLE SECRETARIAL
STANDARDS

Your Directors confirm that the provisions of the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India have been duly complied with.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report for the
financial year ended 31 st March, 2023 in terms of Regulation
34(2)(f) of the Listing Regulations is attached to this Report
as Annexure VIII.

ANNUAL RETURN

In terms of the provisions of Sections 92(3) and 134(3) of
the Act, the draft of the Annual Return for the financial year
ended 31st March, 2023 is available on your Company''s
website and can be accessed at the link https://www.
indiapower.com/wp-content/uploads/2023/07/DRAFT-
ANNUAL-RETURN-2023.pdf.

OTHER DISCLOSURES / REPORTING

No disclosure or reporting is required in respect of the
following items as there were no transactions done on these
items during the year under review:

• There was no issue of equity shares with differential
rights as to dividend, voting or otherwise.

• There was no issue of sweat equity shares.

• Your Company does not have any scheme of provision
of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

• There was no receipt of any remuneration or commission
by the Executive Directors of your Company from any
of its subsidiaries.

• There was no revision in the Financial Statements or
the Report of the Board of your Company.

• There was no change in the nature of business.

During the financial year 2021-22, State Bank of India
has filed an application before NCLT, Hyderabad against
your Company (in its capacity as a Corporate Guarantor
of MEL) under Section 7 read with Section 60(2) of IBC.
The issue whether there exist a debt due to the lenders of
MEL is presently sub-judice and hence the liability of your
Company, if any in its capacity as a Corporate Guarantor is
not crystallised. During the financial year 2020-21, Gupta
Power Private Limited, an operational creditor filed an
application under Section 9 of IBC before NCLT, Kolkata.
The matter is reserved for order.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful
appreciation for the co-operation and assistance extended
to your Company by the Ministry of Power, WBERC, Central
Electricity Regulatory Commission, various Ministries of
the Central and State Governments particularly the Power
Departments, State Discoms, Central and State Transmission
Companies, West Bengal Green Energy Development
Corporation Limited, Damodar Valley Corporation, Power
Exchanges, Department of Public Enterprises, Securities
and Exchange Board of India, Stock Exchanges, Ministry
of Corporate Affairs and other concerned Government
departments / agencies.

The Board of Directors of your Company also conveys its
gratitude to the valuable Stakeholders of your Company viz
the Shareholders, Bankers, Contractors, Suppliers and other
business associates for their continued trust and excellent
support and the Consumers for their unwavering patronage.
The Directors also places on record their appreciation for the
unstinted efforts and contributions made by the Employees
of your Company.

For and on behalf of the Board of Directors

Raghav Raj Kanoria Somesh Dasgupta

Place: Kolkata Managing Director Whole-time Director

Date: 25th May, 2023 DIN: 07296482 DIN: 01298835

---

Mar 31, 2018

BOARD''S REPORT

Dear Members,

The Directors are pleased to present the Ninety-Eighth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

The consolidated and standalone financial performance of your Company is summarised below:

(Rs, in lakhs)

Particulars	Consolidated		Standalone
	Year ended 31st March, 2018	Year ended 31st March, 2017	Year ended 31st March, 2018	Year ended 31st March, 2017
Total income [including Regulatory income/(expense)]	120,851.32	84,901.78	52,077.59	44,578.78
Total expenditure	121,288.24	96,555.97	48,614.46	43,128.01
Exceptional items	3,749.38	32,238.99	-	4,673.56
Share of Profit/(Loss) of Joint Venture	87.53	(56.42)	-	-
Profit before Tax	3,399.99	20,528.38	3,463.13	6,124.33
Less: Provision for Taxation
Current Tax	1,261.63	1,687.78	1,258.00	1,645.63
Deferred Tax	129.81	633.96	70.69	566.66
Profit after Tax	2,008.55	18,206.64	2,134.44	3,912.04

Your Company undertakes the Distribution Franchisee business in Gaya, Bodhgaya, Manpur and the adjoining areas in the State of Bihar through India Power Corporation (Bodhgaya) Limited, a Wholly-owned Subsidiary of your Company by procuring power from South Bihar Power Distribution Company Limited and selling it to the consumers in the franchise areas. IPCL Power Trading Private Limited, a Subsidiary of your Company has a Category III Inter-State Trading License issued by the Central Electricity Regulatory Commission through which it can trade up to 620 MU of electricity on pan India basis per annum.

India Power Green Utility Private Limited, a Wholly-owned Subsidiary of your Company, focuses on developing and / or acquiring green assets to build a sizeable portfolio of green energy. India Power Green Utility Private Limited partnered with Punj Lloyd Infrastructure Limited to co-develop 36 MW (12 MW each) of solar assets in Uttarakhand, executed by PL Sunrays Power Limited, PL Solar Renewable Limited and PL Surya Vidyut Limited.

Your Company has a Joint Venture with Uniper Kraftwerke GmbH, India Uniper Power Services Private Limited, to provide a range of value added services to power plants in India which includes asset management services for power generating assets both for new build and plants under operation, whether operated by thermal, gas or renewable power.

For providing logistics, infrastructure building, designing, developing and setting up of transhipment/trans loading facilities/floating transfer

REVIEW OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS KEY HIGHLIGHTS

- Net Worth increased by 1.90% to f 1,14,119.11 Lakhs from f 1,11,987.33 Lakhs

- Revenue (including Regulatory income/expense) increased by 16.82% to f 52,077.59 Lakhs from f 44,578.78 Lakhs

- EBIDTA declined by 6.16% to f 12,903.04 Lakhs from f 13,749.34 Lakhs

Your Company has a diversified portfolio of renewable and conventional modes of power generation, transmission, multiplication distribution, power trading, operation & maintenance and logistic outfits. Your Company has one of the oldest distribution licenses across 618 sq. kms. in Asansol-Ranigunj area of West Bengal.

India Power Corporation (Haldia) Limited (now known as Hiranmaye Energy Limited), commissioned 300 MW Thermal Power Plant in Haldia, West Bengal. Meenakshi Energy Limited (formerly known as Meenakshi Energy Private Limited), an Independent Power Producer in India, owns and operates coal fired plant in Thamminapatnam village of Nellore, Andhra Pradesh. facilities your Company has a Joint Venture, Matsya Shipping & Ports Private Limited with Andamax GmbH.

Your Company maintained its consistent operating performance during the year under review. The total income (including Regulatory income/expense) was recorded at f 52,077.59 Lakhs for the financial year ended 31st March, 2018, in comparison to the previous year figure off 44,578.78 Lakhs. Your Company supplied 705.16 Million Units of power in its license area in West Bengal and 121.83 Million Units of wind power in the States of Rajasthan, Karnataka and Gujarat during the financial year ended 31st March, 2018 as against 676.74 Million Units and 133.37 Million Units respectively for the previous year. The Profit after Tax for the financial year ended 31st March, 2018 was recorded at f 2,134.44 Lakhs, as compared to previous year''s figure off 3,912.04 Lakhs.

For detailed information on Company''s operations, state of its affairs and outlook, please refer to the Management Discussion & Analysis Report as stipulated under Regulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") which is attached to this Report as Annexure I.

PL Surya Vidyut Limited became Subsidiary of India Power Green Utility Private Limited, a Wholly-owned Subsidiary of your Company w.e.f. 23rd June, 2017 in terms of the provisions of Companies Act,

2013 (hereinafter referred to as "Act"). Edison Power Limited, a Subsidiary of IPCL Pte Limited, the Wholly-owned Foreign Subsidiary of your Company was dissolved w.e.f. 27th June, 2017. India Power Corporation (Haldia) Limited (now known as Hiranmaye Energy Limited) ceased to be a Subsidiary of your Company in terms of the provisions of the Act w.e.f. 29th December, 2017. On 2nd May, 2018, 92.75% of the total paid-up share capital of Meenakshi Energy Limited (formerly known as Meenakshi Energy Private Limited) has been acquired by SBICAP Trustee Company Limited.

There is no material change and commitment affecting the financial position of your Company which have occurred after the close of the financial year till the date of this Report, other than those stated in this Report.

DIVIDEND

In terms of Regulation 43A of the Listing Regulations your Company has a Dividend Distribution Policy approved and adopted by the Board of Directors which reflects the intent of your Company to reward its Members by sharing a portion of its profits after retaining sufficient funds for the business and growth of your Company. The Policy is available on your Company''s website at the link http://www.indiapower. com/pdf/Dividend%20Distribution%20Policy.pdf and is attached to this Report as Annexure II.

In line with the Dividend Distribution Policy of your Company and considering your Company''s performance and financial position during the year under review, the Board of Directors are pleased to recommend a dividend of 5 percent (f 0.05 per equity share) for the financial year ended 31st March, 2018, subject to approval of the Members at the ensuing Annual General Meeting.

RESERVES

The amount carried to the reserves and surplus for the financial year 2017-18 are given in the Standalone Financial Statements of your Company for the financial year ended 31st March, 2018.

DEPOSITS

Your Company has not accepted any deposits within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

In terms of the Scheme of Arrangement and Amalgamation of erstwhile India Power Corporation Limited (hereinafter referred to as "erstwhile IPCL") (CIN: U40101WB2003PLC097340) into and with DPSC Limited (now known as India Power Corporation Limited) (CIN: L40105WB1919PLC003263) sanctioned by the Hon''ble High Court at Calcutta vide its order dated 17th April, 2013 (hereinafter referred to as "Scheme"), the Shareholders of erstwhile IPCL are entitled to be allotted 11 equity shares of f 1 each of your Company for every 100 equity shares of erstwhile IPCL held by them totaling to allotment of 112,02,75,823 equity shares of f 1 each (hereinafter referred to as "consideration shares"). The existing holding of erstwhile IPCL in your Company i.e. 51,61,32,374 equity shares, shall stand cancelled pursuant to the aforesaid Scheme and accordingly the paid-up equity share capital upon allotment of the consideration shares and cancellation as envisaged above will be increased from f 97,37,89,640 to f 157,79,33,089 comprising 157,79,33,089 equity shares of f 1 each.

Cancellation and allotment of the aforesaid shares has not been given effect due to certain pending formalities with the Stock Exchanges in view of the Interim Order dated 4th June, 2013 relating to Minimum Public Shareholding (hereinafter referred to as "MPS") passed by Securities and Exchange Board of India (hereinafter referred to as "SEBI"). The paid-up equity share capital of your Company shall undergo requisite change upon the said cancellation and allotment.

SUBSIDIARIES AND ASSOCIATES

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the Statement in Form AOC-1 containing the salient features of the Financial Statements of your Company''s Subsidiaries and Associates forms part of the Financial Statements of your Company which is in addition to this Report. Further, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, the report on the highlights of the performance of each of the Subsidiary and Associate Companies also forms part of Form AOC-1.

In line with Section 129(3) of the Act read with the aforesaid Rules, Listing Regulations and in accordance with Indian Accounting Standards, Consolidated Financial Statements prepared by your Company includes financial information of the Subsidiary and Associate Companies and their contribution to the overall performance of your Company during the year under review.

Pursuant to the provisions of Section 136 of the Act, copies of the Annual Accounts in respect of each of the Subsidiaries would be available for inspection by a member or by the trustee of the holder of any debenture at the Registered Office of your Company during business hours on all working days (excluding Saturday) between 11:00 a.m. to 1:00 p.m. upto the conclusion of the ensuing Annual General Meeting. Further, copies of the Annual Accounts of each of the Subsidiaries are available on your Company''s website www.indiapower.com. Any member of the Company may obtain copies of these documents by writing to the Company Secretary at the Registered Office of your Company.

BOARD OF DIRECTORS

Your Company recognises that the Board of Directors forms one of the pillars of a robust Corporate Governance framework. Your Board comprises of an optimum combination of Executive and Non-Executive Directors including Independent Directors having diversified skill, knowledge, thought, perspective, regional and industry experience, cultural and geographical background, age and ethnicity.

Your Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1) of the Listing Regulations.

The terms and conditions of appointment of Independent Directors are available on the Company''s website at the link http://www.indiapower. com/pdf/Terms%20&%20Conditions%20of%20Appointment%20 of%20ID.pdf.

Details of the Directors of your Company as on 31st March, 2018 and remuneration drawn by the Directors during the financial year 2017-18 are given in the extract of Annual Return in Form No. MGT-9 annexed hereto and forming part of this Report. As per the declarations received by your Company, none of the Directors are disqualified to be appointed as a Director of your Company under the applicable provisions of the Act and/or the Listing Regulations.

- Appointment/re-appointment

During the year under review, the Board of Directors of your Company, based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Raghav Raj Kanoria (DIN: 07296482) as the Managing Director of your Company for a term of 5 (five) consecutive years w.e.f. 1st June, 2017. The Members at the Annual General Meeting held on 12th August, 2017 approved the said appointment.

Mr. Amit Kiran Deb (DIN: 02107792), Mr. Nand Gopal Khaitan (DIN: 00020588), Mr. Debi Prasad Patra (DIN: 00067269) and Mr. Tantra Narayan Thakur (DIN: 00024322), Independent Directors of your Company were appointed for term of 5 (five) consecutive years w.e.f. 1st April, 2014 to hold office till 31st March, 2019.

In terms of Section 149(10) and all other applicable provisions of the Act and Schedule IV to the Act read with the Rules framed thereunder and the Listing Regulations, the Board of Directors of your Company pursuant to the recommendation of the Nomination and Remuneration Committee and based on the report of performance evaluation, at their meeting held on 29th May, 2018 decided to place the proposal for re-appointment of the Independent Directors for a further term of 5 (five) consecutive years w.e.f. 1st April, 2019 at the ensuing Annual General Meeting, whose period of office shall not be liable to determination by retirement of Directors by rotation.

The Independent Directors have given their consent to be reappointed and have furnished necessary declarations to the Board of Directors that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1) of the Listing Regulations.

The Board of Directors of your Company recommends the above re-appointment. Appropriate resolutions for re-appointment of Independent Directors are included in the Notice convening the ensuing Annual General Meeting for seeking approval of the Members. Brief resume and other particulars relating to the Independent Directors proposed to be re-appointed also forms part of the Notice convening the ensuing Annual General Meeting.

- Director retiring by rotation

In accordance with the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Sunil Kanoria (DIN: 00421564), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors of your Company recommends the above re-appointment. Appropriate resolution for his re-appointment is included in the Notice convening the ensuing Annual General Meeting for seeking approval of the Members. Brief resume and other particulars relating to the Director proposed to be re-appointed also forms part of the Notice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Raghav Raj Kanoria was appointed as Managing Director of your Company w.e.f 1st June, 2017. Mr. Shrirang Bhalchandra Karandikar, Chief Executive Officer of your Company, superannuated from the services of your Company w.e.f. the close of business hours on 31st August, 2017 and Mr. Sanjeev Seth was appointed as the Chief Executive Officer of your Company w.e.f. 1st September, 2017.

The details of the Key Managerial Personnel of your Company and the remuneration drawn by them during the financial year 2017-18 are given in the extract of Annual Return in Form No. MGT-9 annexed hereto and forming part of this Report.

COMMITTEES OF THE BOARD

As on 31st March, 2018, your Company had 6 (six) Board level Committees viz. Audit Committee, Nomination and Remuneration Committee, Shareholders'' / Investors'' Grievance and Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Directors constituted in terms of the provisions of the Act and the Listing Regulations under the formal approval of the Board.

All the recommendations made by the Committees are placed before the Board of Directors for their consideration. During the year under review there has been no instance where the Board has not accepted the recommendations of the Audit Committee.

The brief terms of reference, particulars of meetings held during the financial year 2017-18, attendance of the Members at such meetings etc., of the said Committees are given in the Report on Corporate Governance annexed hereto and forming part of this Report.

BOARD AND COMMITTEE MEETINGS

During the financial year 2017-18, 4 (four) meetings of the Board of Directors were convened and held. Additionally several Committee meetings were also held during the year under review. Detailed information of such meetings are given in Report on Corporate Governance annexed hereto and forming part of this Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of Sections 134, 149 read with Code of Independent Directors (Schedule IV) and 178 of the Act, Listing Regulations and in line with the Guidance Note on Board Evaluation issued by SEBI dated 5th January, 2017, the Nomination and Remuneration Committee and the Board of Directors carried out the annual evaluation of the performance of the Board, the working of the Committees of the Board and individual Directors (including Independent Directors and the Chairman of your Company).

The performance evaluation was carried out through a structured questionnaire seeking feedback from the Directors on certain pre-defined parameters.

The performance evaluation of the Board was carried out on the basis of criteria such as Board structure and composition, Board culture and dynamics, effectiveness of Board processes, information and functioning, etc. The Committees of the Board were evaluated on parameters such as adequacy of Committee composition, effectiveness of Committee meetings, Committee dynamics, etc.

The Nomination and Remuneration Committee and the Board of Directors reviewed the performance of individual Directors (including Independent Directors) on parameters such as understanding the operating and business environment, contribution at the meetings, guidance / support to management, application of independent judgement while taking decisions at the meetings, etc. and the performance of the Chairman of your Company on additional criteria such as efficient leadership, professionalism, impartiality, safeguarding the interest of various stakeholders, etc.

Further, in the separate meeting of Independent Directors held during the year under review, performance of non-Independent Directors, performance of the Board and the performance of the Chairman was evaluated and the quality, quantity and timeliness of flow of information between the Company''s Management and the Board was assessed.

The Directors expressed their satisfaction with the overall evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Sections 134(3)(c) and 134(5) of the Act, your Directors to the best of their knowledge and ability, confirm that:

a. in the preparation of the Annual Accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICIES AND PROCEDURES

Policies and Procedures are an essential component of your Company''s Corporate Governance framework which outlines the organisational and operational structure. In line with this approach and in terms of the provisions of the Act and Listing Regulations, your Company has framed various Policies and Procedures duly approved and adopted by the Board of Directors. Your Company reviews its Policies and Procedures in view of the changing business environment and regulatory frameworks. Organisation wide dissemination of Policies and Procedures are ensured.

- Nomination & Remuneration Policy

In terms of Section 178 of the Act and the Listing Regulations, your Company has in place a policy on Nomination and Remuneration approved and adopted by the Board of Directors. The Nomination & Remuneration Policy of your Company sets out the principles, parameters and governance framework of the Remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other Employees. The Policy also provides the guidelines on procedure for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel.

The Nomination & Remuneration Policy is attached to this Report as Annexure III and is also available on your Company''s website at the link http://www.indiapower.com/pdf/Nomination%20&%20 Remuneration%20Policy.pdf.

- Corporate Social Responsibility

Corporate Social Responsibility (hereinafter referred to as "CSR") has continued to be an integral part of the vision of your Company and has been the cornerstone of its core value of Good Corporate Citizenship. Your Company believes that by exhibiting socially, environmentally and ethically responsible behaviour in governance of its operations, the business can generate value and long term sustainability for itself while making positive contribution for the betterment of the society.

Your Company has been making efforts to manage the business process and furnish an overall positive impact in the society by touching the most crucial spheres including but not limited to health, women empowerment (skill development), gender equality, education, environment and social welfares. The CSR commitment of your Company centres around thematic areas such as Education, Women empowerment (skill development), Social upliftment, Health care and sanitation, Promotion of sports and Rural development as specified in Schedule VII to the Act.

During the year under review your Company associated with Acid Survivors and Women Welfare Foundation to strongly support acid attack victims to ensure that they can revive physically, psychologically and emerge as strong and self-sufficient individuals. Your Company also partnered with ''Mission Smile'', a Medical Charitable Trust dedicated to provide comprehensive cleft care and surgeries to children born with facial deformities free of cost. Education being one of the most powerful and effective tools that shapes the future of the nation, your Company made contributions to IISD Edu World and Shri Hari Global School to provide support and required aid to schools and students.

The details of the CSR initiatives and projects undertaken by your Company during the financial year 2017-18 are outlined in the Annual Report on CSR activities which is attached to this Report as Annexure IV.

In terms of Section 135 of the Act, your Company has in place a CSR Policy, formulated by CSR Committee and duly approved and adopted by the Board of Directors. The said Policy is available on the Company''s website at the link http://www.indiapower.com/ pdf/Corporate%20Social%20Responsibility%20Policy.pdf.

- Risk Management

Your Company recognises that Risk is an inherent part of its business which cannot be eliminated in its entirety. Risk has to be managed in a manner such that the potential range of outcomes is within acceptable boundaries. The management of your Company believes that a pro-active approach in reporting, evaluating and resolving risks associated with the business is the key to sustained operations thereby protecting Shareholders'' value, improving governance process and achieving strategic objectives.

Your Company has a Risk Management Policy, recommended by Risk Management Committee and duly approved and adopted by the Board of Directors with the objective to identify various elements of Risk that may threaten the existence of your Company and to establish a structured and disciplined approach to Risk Management.

The Risk Management Committee is responsible to frame, implement, monitor and review the Risk Management plan of your Company and to lay down risk assessment and minimization procedures. The Risk Management Committee periodically reviews the major risks identified and finalises the mitigation plans. The identified major risk areas are also covered in the Internal Audit Report placed before the Audit Committee of your Company.

The details of the various risks identified and assessed by your Company and their mitigation plans are also explained in the Management Discussion & Analysis Report annexed hereto and forming part of this Report.

- Internal Control Systems and their Adequacy

Your Company has proper and adequate Internal Control Systems commensurate with the nature of its business and the size, scale and complexity of its operations.

The Internal Audit Department continuously monitors the effectiveness and adequacy of Internal Control System in your Company, its compliance with the operating systems, accounting procedures and policies of your Company and suggests improvements. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee of the Board. Significant audit observations and corrective actions thereon are presented to the Audit Committee. Based on the report of Internal Audit, corrective actions are undertaken in the respective areas, thereby strengthening and maintaining a healthy Internal Control System.

- Vigil Mechanism for Directors and Employees

In terms of Section 177 of the Act and Regulation 22 of the Listing Regulations, your Company has framed the Vigil Mechanism/ Whistle Blower Policy to strengthen the Whistle Blowing

Mechanism within your Company and to provide avenues to the Directors and Employees to escalate genuine concerns impacting and compromising with the interest of your Company and its stakeholders in any way.

The Policy provides for a detailed complaint and investigation process with requisite provisions for direct access to the Chairperson of the Audit Committee. Requisite safeguards against victimization or unfair treatment of Directors and Employees who avail the mechanism is also provided. The functioning of the Vigil Mechanism/Whistle Blower Policy is reviewed by the Audit Committee from time to time.

Your Company hereby affirms that no complaint was received during the year under review and that no person was denied access to the Chairperson of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is available on your Company''s website at the link http://www.indiapower.com/pdf/Vigil%20 Mechanism%20(Whistle%20Blower%20Policy).pdf.

- Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace

Your Company remains committed to provide and promote a healthy culture and congenial working environment for all its employees.

Your Company in order to foster a positive workplace environment, free from harassment of any nature and in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, has in place a Policy on Prevention of Sexual Harassment. As a part of the Policy, an Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment. The Policy is available on your Company''s website at the link http://www.indiapower.com/pdf/Prohibition_of_sexual_ harassement_at_workplace-24.6.16.pdf.

During the year under review, no complaint pertaining to sexual harassment was received by your Company.

AUDITORS AND AUDITOR''S REPORT

- Statutory Auditor

M/s. S. S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) were appointed as Statutory Auditors of your Company, for a term of 5 (five) consecutive years, at the 97th Annual General Meeting held on 12th August, 2017 to hold office for a period of 5 (five) consecutive years, from the conclusion of the 97th Annual General Meeting till the conclusion of the 102nd Annual General Meeting of your Company to be held in the year 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Reports given by the Auditors on the Standalone and Consolidated Financial Statements of your Company for the year ended 31st March, 2018 is a part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report on the Standalone and Consolidated Financial Statements of your Company for the year ended 31st March, 2018. The "Emphasis of Matter" as stated in note no.

9.2 of the Standalone and Consolidated Financial Statements of your Company are self-explanatory.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of your Company during the year under review in terms of provisions of Section 143(12) of the Act.

- Cost Auditor

Pursuant to Section 148(2) of the Act read with the Rules framed thereunder, your Company is required to get its cost records audited by a Cost Accountant. Accordingly, the Board of Directors of your Company, based on the recommendation of the Audit Committee, appointed M/s. Mani & Co., Cost Accountants (Firm Registration No. 000004) to conduct the audit of the cost records of the Company for financial year ended 31st March, 2019.

- Internal Auditor

Protiviti Consulting Private Limited has been appointed as the Internal Auditors of your Company for the financial year ended 31st March, 2019 pursuant to Section 138(1) of the Act to conduct the internal audit of the functions and activities of your Company. The Internal Auditors report to the Audit Committee. The Inte

Internal Audit Report is placed at the meetings of Audit Committee for their review.

- Secretarial Auditor

Pursuant to Section 204 of the Act read with Rules framed thereunder, M/s. H. M. Choraria & Co., Company Secretaries in Practice (CP Number-4557) has been appointed, to undertake the secretarial audit of your Company for the financial year 201718. The Secretarial Audit Report is attached to this Report as Annexure V.

The Secretarial Auditor has made certain observations in the Secretarial Audit Report with respect to non-compliance of MPS requirement as prescribed by SEBI and on West Bengal Electricity Regulatory Commission (hereinafter referred to as "WBERC") matter.

In relation to the compliance of MPS, in terms of the Scheme, 24.69% of the equity shares capital of your Company comprising 24,04,28,662 equity shares of f 1 each was transferred by erstwhile IPCL to an independent irrevocable Trust named Power Trust having independent Board of Trustees which constituted members of Public in terms of the provisions of the Scheme and accordingly erstwhile IPCL''s shareholding in your Company reduced from 93% to 68.31% and Public Shareholding increased from 7% to 31.69%.

SEBI made an application before the Hon''ble High Court at Calcutta seeking amendment to clause 3.3.3 of the Scheme which stated that the Trustees shall constitute members of the Public. In this regard, the Hon''ble High Court at Calcutta vide its Order dated 27th January, 2017 directed Power Trust to sell 32,63,16,563 equity shares to Public through Offer for Sale, by 30th April, 2017. The period was subsequently extended by the High Court, vide its order dated 25th August, 2017 till February, 2018. Power Trust filed an application before the High Court seeking extension of time to sell the balance shares held by it to the public and permission to off load and/or sell balance shares by using any and/or all methods or any combination of methods as prescribed by SEBI including two methods additionally provided under SEBI''s circular dated February 22, 2018. The Hon''ble High Court at Calcutta, vide its Order dated 18th May, 2018 has directed to dispose of the balance shares expeditiously by using any and all methods and/or combinations thereof as prescribed by the relevant statutory provisions, including the two methods additionally provided under SEBI''s recent circular dated February 22, 2018 subject to such caps and limits as provided by the SEBI Regulations. For such purpose, SEBI registered merchant bankers may be appointed to sell the balance shares. The matter has been disposed of.

In relation to the WBERC matter, WBERC vide its Order dated 7th July, 2014 in its suo-moto proceedings against your Company in respect of the Scheme has held that the above arrangement needs prior approval of WBERC under Section 17(4) of the Electricity Act, 2003 and in absence of such prior approval, WBERC has held the Scheme as void as a licensee. The said Order was challenged by your Company before the Hon''ble High Court at Calcutta and the single member bench of Hon''ble High Court at Calcutta quashed the said Order dated 7th July, 2014 by allowing the Writ Application. WBERC has preferred an appeal against the Order of the single member bench before the division bench of the Hon''ble High Court at Calcutta. The disposal of the matter is currently pending.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Listing Regulations, the Report on Corporate Governance along with Certificate from the Statutory Auditors of your Company conforming compliance with the conditions of Corporate Governance is attached to this Report as Annexure VI.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered by your Company during the financial year under review with the Related Parties were in the ordinary course of business and on an arm''s length basis and in accordance with the provisions of the Act, the Listing Regulations and the Related Party Transaction Policy of your Company.

All Related Party Transactions entered into by your Company are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are repetitive in nature and / or entered in the ordinary course of business and on an arm''s length basis.

The details of contract / arrangement / transaction entered by your Company with Related Parties during the financial year are set out in the Notes to the Financial Statements. The disclosure of contract / arrangement / transaction entered into with Related Parties which could be considered material under purview of the Section 188(1) of the Act in Form AOC-2 is attached to this Report as Annexure VII.

The Policy on dealing with Related Party Transactions approved and adopted by the Board of Directors is available on the Company''s website at the link http://www.indiapower.com/pdf/Related%20 Party%20Transactions%20Policy.pdf The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company, being engaged in the business of providing infrastructure facilities, the loans made, guarantees given or security provided by it are exempt from the applicability of provisions of Section 186 of the Act. However, the investments/acquisitions made by your Company during the financial year 2017-18 by way of subscription, purchase or otherwise in the securities of any other body corporate, which falls under the ambit of Section 186 of the Act were applicable to your Company and are detailed in the notes to the Financial Statements.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached to this Report as Annexure VIII.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND YOUR COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status of your Company and its future operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing the information in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure IX & Annexure X.

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Directors of your Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

Since, your Company does not fall under the top five hundred listed entities based on market capitalization as on 31st March, 2018, Business Responsibility Report in terms of Regulation 34(2)(f) of the Listing Regulations is not applicable to your Company.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a), the extract of Annual Return as on 31^st March, 2018 in Form No. MGT-9 provided under Section 92(3) of the Act is attached to this Report as Annexure XI.

OTHER DISCLOSURES / REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following as there were no transactions done on these items during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of sweat equity shares.

- Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- Neither the Managing Director nor the Whole-time Director of your Company received any commission from your Company, hence disclosure pertaining to receipt of remuneration or commissions by the Managing Director or the Whole-time Director from any Subsidiary Company of your Company was not applicable.

- There was no revision in the Financial Statements or the Report of the Board of Directors of your Company.

- There was no change in the nature of business.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the co-operation and assistance extended to your Company by the Ministry of Power, West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, State Discoms, National and State Transmission Companies, West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Contractors, Fuel Suppliers, Power Exchanges, Department of Public Enterprises, SEBI, Stock Exchanges and other concerned Government departments/ agencies.

The Board also conveys its gratitude to the valuable Stakeholders of your Company viz. the Shareholders, Debenture holders, Banks, Financial Institutions, Credit Rating Agencies and other business associates for their continued trust and excellent support and the Consumers for their unwavering patronage. The Board also places on record their sincere appreciation for the unstinted efforts and contributions made by the Employees of your Company.

For and on behalf of the Board of Directors

Hemant Kanoria

Place: Kolkata Chairman

Date: 29th May, 2018 DIN: 00193015

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Mar 31, 2017

Dear Members,

BOARD''S REPORT

The Directors are pleased to present the 97th Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2017.

HIGHLIGHTS

Net Worth increased by 3.67% to Rs, 1,11,987.33 Lakhs from Rs, 1,08,024.18 Lakhs;

Revenue (including Regulatory income/expense) declined by 26.14% to Rs, 44,578.78 Lakhs from Rs, 60,354.66 Lakhs on account of lower sales to another licensee;

EBIDTA increased by 33.16% to Rs, 13,749.34 Lakhs from Rs, 10,325.42 Lakhs;

PAT increased by 20.93% to Rs, 3,912.04 Lakhs from Rs, 3,235.09 Lakhs.

FINANCIAL RESULTS

The summarised standalone financial performance of your Company is presented hereunder:

_(Rs, in lakhs)

Particulars	Year ended 31st March, 2017	Year ended 31st March, 2016
Total Income (including Regulatory income/ expense)	44,578.78	60,354.66
Total Expenditure Exceptional Items Profit before Tax	43,128.01 4,673.56 6,124.33	..............................55,933.32 ..................................4421.34
Less: Provision for Taxation:
Current Tax	1,645.63	745.89
Deferred Tax	566.66	440.36
Profit after Tax	3,912.04	3,235.09

INDIAN ACCOUNTING STANDARDS

In accordance with the notification issued by the Ministry of Corporate Affairs, your Company is required to prepare Financial Statements under Indian Accounting Standards (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April, 2016.

Accordingly, the Company has adopted Ind AS with effect from 1st April, 2016 and the Financial Statements for the year ended 31st March, 2017 has been prepared in accordance with Ind AS. The Financial Statements for the year ended 31st March, 2016 have accordingly been restated.

DIVIDEND

The Board of Directors of your Company at its meeting held on 10th September, 2016 approved and adopted Dividend Distribution Policy in terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). The policy is available on the Company''s website at the link http://www. indiapower.com/pdf/DIVIDEND_DISTRIBUTION_POLICY.pdf and is attached to this Report as Annexure I.

In line with the Dividend Distribution Policy, the Board of Directors of your Company are pleased to recommend a dividend of 5% ('' 0.05 per share) for the financial year ended 31st March, 2017 on the paid up equity share capital of the Company, subject to approval of the members at the ensuing Annual General Meeting. The dividend, if approved, will result in a payout of Rs, 788.97 Lakhs and shall be subject to Corporate Dividend Tax to be paid by your Company.

DEPOSITS

Your Company has not accepted any deposits from the public within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

RESERVES

The amount carried to the reserves and surplus for the financial year 2016-17 are given in the Standalone Financial Statements of your Company for the financial year ended 31st March, 2017.

REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS

Your Company has maintained its consistent operating performance during the year under review, recording a

Transmission & Distribution Loss figure of 3.13% for the year ended 31st March, 2017, which is one of the lowest among the power distribution utilities across India.

The Total Income (including Regulatory income/expense) was recorded at Rs, 44,578.78 Lakhs for the financial year ended 31st March, 2017, in comparison to the previous year figures of Rs, 60,354.66 Lakhs. Your Company supplied 676.74 Million Units of power in its license area in West Bengal and 133.37 Million Units of Wind Power in the States of Rajasthan, Karnataka and Gujarat during the financial year ended 31st March, 2017 as against 796.73 Million Units and 140.23 Million Units respectively for the last year. The Profit after Tax for the financial year ended 31st March, 2017 was recorded at Rs, 3,912.04 Lakhs, as compared to last year figure of Rs, 3,235.09 Lakhs.

During the year 2015-16, your Company entered into an Agreement with ENGIE to acquire shares of Meenakshi Energy Limited (formerly known as Meenakshi Energy Private Limited), subject to customary approvals and consents. On 30th September, 2016, the transaction was consummated and your Company acquired 95.07% of the equity stake of Meenakshi Energy Limited and post the said acquisition, Meenakshi Energy Limited became a subsidiary of your Company.

With an objective to venture into asset management services for developing and servicing the power sector in India both new build and plants under operation, whether operated by thermal, gas or renewable power, your Company executed a Joint Venture Agreement with Uniper Kraftwerke GmbH, one of the largest integrated energy corporations in the world through India Uniper Power Services Private Limited. Your Company also executed a Joint Venture Agreement with Andamax GmbH, to engage in logistics, infrastructure building, designing, developing and setting up of transshipment/transloading facilities/floating transfer facilities etc. through Matsya Shipping & Ports Private Limited.

India Power Green Utility Private Limited, a wholly-owned subsidiary of your Company executed definitive agreements with Punj Lloyd Infrastructure Limited (hereinafter referred to as "PLIL") to co - develop 24 MW (12 MW each) of solar assets in Uttarakhand to be executed by PL Sunrays Power Limited and PL Solar Renewable Limited, the wholly-owned subsidiaries of PLIL. PL Sunrays Power Limited and PL Solar Renewable Limited have Power Purchase Agreements for a period of 25 years with Uttarakhand Power Corporation Limited.

For further information on Company''s Operations, Outlook and State of Company''s affairs, please refer to the Management Discussion & Analysis Report (as stipulated under Regulation 34(2) of the Listing Regulations) which is in addition to this Report.

There is no change in the nature of business of your Company during the year under review. Further, no material changes and commitments have occurred after the close of the financial year till the date of this Report, which affects the financial position of your Company other than those stated in this Report.

SHARE CAPITAL

In terms of the Scheme of Arrangement and Amalgamation of erstwhile India Power Corporation Limited (hereinafter referred to as "erstwhile IPCL") (CIN: U40101WB2003PLC097340) into and with DPSC Limited (now known as India Power Corporation Limited) sanctioned by the Hon''ble High Court at Calcutta vide its Order dated 17th April, 2013 (hereinafter referred to as "Scheme"), the shareholders of erstwhile IPCL are entitled to be allotted 11 equity shares of Rs, 1 each of your Company for every 100 equity shares of erstwhile IPCL held by them totaling to allotment of 112,02,75,823 equity shares of Rs, 1 each (hereinafter referred to as "consideration shares"). The holding of erstwhile IPCL in your Company i.e. 51,61,32,374 equity shares of Rs, 1 each, however, shall stand cancelled pursuant to the aforesaid Scheme and accordingly the paid-up equity share capital of the Company upon allotment of the consideration shares and cancellation as envisaged above will be increased from Rs, 97,37,89,640 to Rs, 1,57,79,33,089 comprising 157,79,33,089 equity shares of Rs, 1 each.

Cancellation and allotment of the said shares has not been given effect due to certain pending formalities with the Stock Exchanges in view of the Interim Order relating to Minimum Public Shareholding passed by Securities and Exchange Board of India (hereinafter referred to as "SEBI"). The paid up share capital of your Company shall undergo requisite changes upon the said cancellation and allotment.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

MEENAKSHI ENERGY LIMITED (MEL)

(formerly known as Meenakshi Energy Private Limited)

MEL became a subsidiary of your Company w.e.f. 30th September, 2016 post acquisition of 95.07% of equity shares. MEL is an Independent Power Producer in India that owns and operates 300 MW coal fired plant and also owns 700 MW coal fired plant which is under implementation in Thamminapatnam village of Nellore, Andhra Pradesh. The said transaction has enabled your Company in adding capacity of thermal power generation to its portfolio.

INDIA POWER CORPORATION (HALDIA) LIMITED (IPCHL)

IPCHL, a subsidiary of your Company in terms of the provisions of the Act, is setting up a 450 MW (3x150) MW coal-based thermal power plant in Haldia, West Bengal, which is under implementation and out of which 150 MW is commissioned. The said Power Plant will help your Company in becoming an integrated power utility and also expand further into distribution business.

INDIA POWER CORPORATION (BODHGAYA) LIMITED (IPCBL)

IPCBL, a wholly-owned subsidiary of your Company, undertakes the Distribution Franchisee business in Gaya, Bodh Gaya, Manpur and the adjoining areas in the State of Bihar. IPCBL is procuring power from South Bihar Power Distribution Company Limited and is selling it to the consumers in the franchise areas.

IPCL POWER TRADING PRIVATE LIMITED (IPTPL)

IPTPL, a subsidiary of your Company, received the Category III Inter-State Trading Licence from the Central Electricity Regulatory Commission. By virtue of this licence, IPTPL can now trade electricity upto 620 Million Units per annum on a pan India basis.

INDIA POWER GREEN UTILITY PRIVATE LIMITED (IPGUPL)

IPGUPL, a wholly-owned subsidiary of your Company was incorporated with an objective to foray into developing and / or acquiring green assets to build a sizeable portfolio of green energy. Duringthe year under review, IPGUPL executed definitive agreements with Punj Lloyd Infrastructure Limited (PLIL) to co - develop 24 MW (12 MW each) of solar assets in Uttarakhand which shall be executed by PL Sunrays Power Limited and PL Solar Renewable Limited, the wholly-owned subsidiaries of PLIL.

Pursuant to the aforementioned Agreements, IPGUPL acquired 49% of equity stake in PL Sunrays Power Limited and PL Solar Renewable Limited on 23rd February, 2017. Post consummation of the transaction, PL Sunrays Power Limited and PL Solar Renewable Limited have become subsidiaries of IPGUPL in terms of the provisions of the Act as IPGUPL controls the composition of the Board of Directors in terms of the Agreements.

MATSYA SHIPPING & PORTS PRIVATE LIMITED (MSPPL)

MSPPL was incorporated as a wholly-owned subsidiary of your Company, with an objective to foray into shipping & ports sector. During the year under review, your Company executed a Joint Venture Agreement with Andamax GmbH. Pursuant to the said Agreement, your Company has divested fifty percent equity stake in MSPPL on 27th March, 2017, and is awaiting certain requisite approvals to give effect to the transaction. Pursuant to the said transaction MSPPL is a Joint Venture Company between your Company and Andamax GmbH. The Joint Venture Company will be engaged in logistics, infrastructure building, designing, developing and setting up of transshipment/transloading facilities/floating transfer facilities etc.

INDIA UNIPER POWER SERVICES PRIVATE LIMITED (IUPSPL)

IUPSPL was incorporated as a wholly-owned subsidiary of your Company on 2nd August, 2016, with an objective to foray into asset management services for power generating assets both for new build and plants under operation, whether operated by thermal, gas or renewable power. During the year under review, your Company executed a Joint Venture Agreement with Uniper Kraftwerke GmbH. In terms of the said Joint Venture Agreement, your Company has disinvested fifty percent equity stake in IUPSPL on 6th January, 2017. IUPSPL is now a Joint Venture Company between your Company and Uniper Kraftwerke GmbH. However, since your Company controls the composition of the Board of Directors of IUPSPL in terms of the Act, it continues to be a subsidiary of your Company.

IPCL PTE LIMITED

IPCL PTE LIMITED, a wholly-owned foreign subsidiary, was incorporated in the Republic of Singapore under the Companies Act (CAP50) as a private company limited by shares to explore business development activities including exploring opportunities of brown field acquisitions in India and abroad. The said subsidiary company, owns 51% share capital, comprising of 5100 shares of Edison Power Limited, a company incorporated in Jersey, to explore business opportunities across Europe. Consequent to the same, Edison Power Limited is a step-down subsidiary of your Company.

Your Company has in place a Policy for determining material subsidiaries, as approved and adopted by the Board of Directors, which may be accessed on the Company''s website at the link http://www.indiapower.com/pdf/Policies_website.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

The Statement in Form AOC-1 containing the salient features of the Financial Statements of your Company''s Subsidiaries, Associates and Joint Venture Companies and also highlighting the performance of each of such Subsidiaries, Associates and Joint Venture Companies pursuant to the provisions of Section 129(3) of the Act read with Rules 5 & 8 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report.

Further, in line with Section 129(3) of the Act read with the aforesaid Rules, Listing Regulations and in accordance with Ind AS, Consolidated Financial Statements prepared by your Company includes financial information of its Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of your Company during the year under review.

Pursuant to the sale of Fully Compulsory Convertible Debentures held by your Company in IPCHL on 30th March, 2017, IPCHL ceased to be a subsidiary of your Company w.e.f. 31st March, 2017 in terms of the provisions of Ind AS 110 and Ind AS 28. Accordingly, the Annual Accounts of IPCHL, has been consolidated with the accounts of your Company for the period 1st April, 2016 to 30th March, 2017.

The Annual Accounts of PL Sunrays Power Limited and PL Solar Renewable Limited, the subsidiary companies of IPGUPL, a wholly-owned subsidiary of your Company, have been consolidated with the accounts of your Company in terms of Ind AS 110 on Consolidated Financial Statements.

The Annual Accounts of Meenakshi Energy Limited for year ended 31st March, 2017, a subsidiary company in which the Company holds 95.07% equity shares are yet to be compiled and audited. Accordingly the same has not been consolidated as per Ind AS 110 on accounting of Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, copies of the Annual Financial Statements of each of the subsidiary company would also be available for inspection by a member or by the trustee of the holder of any debentures of the Company at the Registered Office of your Company during business hours on all working days (excluding Saturday) between 11:00 a.m. to 1:00 p.m. up to the conclusion of the ensuing Annual General Meeting. Further, copies of the Annual Financial Statements of each of the subsidiary company have also been placed on the website of your Company www.indiapower.com. Further, any shareholder of the Company may obtain copies of these documents by writing to the Company Secretary at the Registered Office of your Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act, your Directors confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD OF DIRECTORS

The Board comprises of an optimum mix of Executive and Non-Executive Directors including Independent Directors. The Board''s composition and size is robust and enables it to deal competently with emerging business development issues and exercise independent judgment. The Company recognises and embraces the benefits of having a diverse Board with an optimal mix of professionalism, knowledge and experience. During the year under review, there were no changes in the composition of the Board of Directors of your Company. Details of the Directors of your Company and remuneration drawn by the Directors are given in the Extract of Annual Return annexed hereto and forming part of this Report. None of the Directors of your Company are disqualified as per the applicable provisions of the Act or the Listing Regulations.

Appointment

The Board at its meeting held on 29th May, 2017, based on the recommendation of the Nomination and Remuneration Committee of your Company, appointed Shri Raghav Raj Kanoria (holding DIN: 07296482), as an Additional Director of your Company w.e.f. 1st June, 2017 to hold office up to the date of ensuing Annual General Meeting. The Board at its aforesaid meeting, based on the recommendation of the Nomination & Remuneration Committee approved the appointment of Shri Raghav Raj Kanoria as the Managing Director of your Company for a term of 5 (five) years w.e.f. 1st June, 2017 and also approved the terms and conditions of the appointment including remuneration, subject to the approval of the Members at the ensuing Annual General Meeting.

Director retiring by rotation

Shri Jyoti Kumar Poddar (holding DIN: 00690650), being Director liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends the above re-appointment.

Resume and other information regarding the Directors seeking appointment/re-appointment as required under Regulation 36(3) of the Listing Regulations and the Secretarial Standard on General Meetings forms part of the Notice convening the ensuing Annual General Meeting.

Declaration by Independent Directors

Your Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

Familiarization Programme

In terms of Regulation 25(7) of the Listing Regulations, your Company is required to conduct familiarization programmes for Independent Directors to familiarize them with their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc.

The details of such programmes for familiarization of Independent Directors are available on the Company''s website at the link:

http://www.indiapower.com/pdf/IPCL_Directors_

Familiarisation_Programme.pdf.

KEY MANAGERIAL PERSONNEL

As on 31st March, 2017, Shri Asok Kumar Goswami, Wholetime Director, Shri Shrirang Bhalchandra Karandikar, Chief Executive Officer, Shri Sushil Kumar Agarwal, Chief Financial Officer and Shri Prashant Kapoor, Company Secretary were the Key Managerial Personnel of your Company in terms of the provisions of Section 203 of the Act.

Shri Laxmi Narayan Mandhana, Chief Financial Officer, resigned from the Company with effect from close of working hours of 18th July, 2016 and Shri Sushil Kumar Agarwal was appointed as the Chief Financial Officer of the Company with effect from 6th December, 2016.

Details of appointment / cessation of the Key Managerial Personnel during the year 2016-17 and the remuneration details of the Key Managerial Personnel are given in the Extract of Annual Return annexed hereto and forming part of this Report.

The Board at its meeting held on 29th May, 2017, based on the recommendation of the Nomination and Remuneration Committee of your Company, designated Shri Raghav Raj Kanoria as the Key Managerial Personnel of the Company w.e.f. 1st June, 2017.

MEETINGS

During the year 2016-17, 5 (five) Meetings of the Board of Directors were held. Additionally several Committee Meetings were also held during the year under review. Detailed information of such Meetings are given in Report on Corporate Governance annexed hereto and forming part of this Report.

COMMITTEES OF THE BOARD

As a matter of good corporate governance and to ensure better accountability and to deal with specific areas/concerns that need a closer view, various board level Committees have been constituted in terms of the provisions of the Act and the Listing Regulations under formal approval of the Board. There exists an Audit Committee, Nomination & Remuneration Committee, Shareholders'' / Investors'' Grievance and Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Directors of the Board.

The details of the compositions, brief terms of reference, meetings held during the year 2016-17, attendance of the Members etc., of the said Committees are given in the Report on Corporate Governance annexed hereto and forming part of this Report.

PERFORMANCE EVALUATION OF BOARD/ DIRECTORS/ COMMITTEES

Pursuant to the provisions of the Act and Listing Regulations, the Nomination & Remuneration Committee and the Board has carried out the performance evaluation of the Board, the Directors individually (including Independent Directors), the Chairperson of your Company and the working of the Committees of the Board.

The key parameters on the basis of which performance evaluation is carried out are as under:

Performance Evaluation of Board:

Degree of fulfillment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to Committees; Effectiveness of Board processes, Information and functioning; Board Culture and Dynamics; Quality of relationship between the Board and the Management; Efficacy of communication with external stakeholders; etc.

Self Assessment of the Performance of Individual Directors (including Independent Directors):

Attendance at Board / Committee Meetings; Understanding of the operating and business environment; Contribution at the meetings; Guidance / Support to management outside Board / Committee Meetings; Safeguarding the interest of various stakeholders; Application of independent judgement while taking decisions at Board / Committee Meetings; etc.

Performance Evaluation of the Chairperson of the Company:

Efficient Leadership; Professionalism; Impartiality; Commitment to the Board / Committee Meetings; Safeguarding the interest of various stakeholders; etc.

Performance Evaluation of the board level Committees:

Degree of fulfillment of key responsibilities; Adequacy of Committee composition; Effectiveness of Meetings; Committee dynamics; Quality of relationship of the Committee with the Board and the Management; etc.

Further, in the separate meeting of Independent Directors held during the year under review, performance of Non Independent Directors, performance of the Board and the performance of the Chairperson was evaluated and the quality, quantity and timeliness of flow of information between the Company''s Management and the Board was assessed. The Directors expressed their satisfaction with the overall evaluation process.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (hereinafter referred to as "CSR") has always been an integral part of the vision of your Company and has been the cornerstone of its core value of Good Corporate Citizenship. As an integral part of the society, your Company is aware of its CSR and is working on the broad issues stressed by the United Nations, like human rights, labour conditions, environment, healthcare, education, etc.

In keeping with this philosophy, your Company continued the social development schemes initiated in the previous year’s along with new interventions to address the development needs of the communities where your Company operates. Your Company partnered with ''SRREOSHI'' (Society for

Research & Rudimentary Education on Social & Health Issues) to carry out a string of capacity-building & integrated development programmes. Your Company also partnered with ''ASFI'' (Acid Survivors Foundation India) to provide support to acid attack victims.

Medical Assistance has also been an integral part of the CSR initiative of the Company and your Company has undertaken various initiatives to provide medical assistance for the Leprosy Colony Development Programme in Asansol region with ''Ujjiban-03'', a centre for socio-economic development in the area.

Your Company has in place a CSR Policy, recommended by CSR Committee and duly approved and adopted by the Board of Directors which describes the multiple lines around which the CSR activities of the Company are positioned being education and skill development, social and economic welfare, environmental sustainability and such other activities included in Schedule VII to the Act as may be identified by the CSR Committee from time to time. The said Policy is available on the Company''s website at the link: http://www.indiapower.com/pdf/Corporate_Social_ Responsibility_Policy_IPCL.pdf.

In compliance with Section 135 of the Act, your Company has taken various initiatives and undertaken certain projects as part of its CSR activities during the financial year 2016-17. The Annual Report on CSR activities containing statutory disclosures in terms of the provisions of the Act is attached to this Report as Annexure II.

RISK MANAGEMENT

Your Company has in place Risk Management Policy, recommended by Risk Management Committee and duly approved and adopted by the Board of Directors. Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving your Company''s enterprise wide risk management framework and processes; (b) Identifying risks; (c) Optimizing risk situations; and (d) Strengthening the risk management system through continuous learning and development. The details of the Risk Management Committee are mentioned in the Corporate Governance Report annexed hereto and forming part of this Report.

The Risk Management Committee periodically reviews the risks identified and finalise the mitigation plans. The identified risk areas are also covered in the Internal Audit Report. The details of the various risks identified and assessed by your Company and their mitigation plans are also explained in the Management Discussion & Analysis Report which is in addition to this Report.

NOMINATION & REMUNERATION POLICY

Your Company has in place a Nomination & Remuneration Policy for selection and appointment of Directors and Senior Management and fixing their remuneration, recommended by Nomination & Remuneration Committee and duly approved and adopted by the Board of Directors.

Appointment of Directors is made in accordance with the Policy on Board Diversity and Nomination & Remuneration Policy. The Nomination & Remuneration Policy is attached to this Report as Annexure III and is also available on your Company''s website at the link:

http://www.indiapower.com/pdf/Policies_website.pdf.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company is committed to the highest possible standard of openness, probity, accountability and aims to provide avenues to its Directors and Employees to raise genuine concerns and to receive feedback on any action taken. Any form of victimization is treated as a serious disciplinary offence and appropriate steps are taken to protect a bona fide whistle blower. The Vigil Mechanism established by your Company encourages and enables the Directors and Employees to raise concerns about suspected unethical behavior or improper practices or wrongful conduct to protect them against victimization.

The mechanism provides for a detailed complaint and investigation process with requisite provisions for direct access to the Chairperson of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee of the Board from time to time.

Your Company hereby affirms that no complaints were received during the year under review and that no person has been denied access to the Chairperson of the Audit Committee. Further, the Whistle Blower Policy is available on the Company''s website at the link: http://www.indiapower.com/pdf/Policies_website.pdf.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Your Company has laid down a framework for the Prevention, Prohibition and Redressal of Sexual Harassment at workplace in terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, to promote a healthy culture and congenial working environment and to create and provide an ambience in which all employees can work together. Employees may report their concerns to the Internal Complaints Committee formed for this purpose. The following is the summary of sexual harassment complaints received and disposed off by the Company during the year 2016-17:

No. of complaints of Sexual Harassment received : during the year	NIL
No. of complaints disposed off during the year :	NA
No. of cases pending for more than 90 days :	NA
Nature of action taken by the employer :	NA

AUDITORS Statutory Auditors

M/s. Lodha & Co., Chartered Accountants, were appointed as the Statutory Auditors of your Company from the conclusion of the 94th Annual General Meeting till the conclusion of the 99th Annual General Meeting to be held in the year 2019, subject to ratification of their appointment at the subsequent Annual General Meetings.

Pursuant to the provisions of Section 139 of the Act and the Rules framed there under, it is proposed to ratify the appointment of M/s. Lodha & Co., as the Statutory Auditors of your Company for the financial year 2017-18. The said Auditors have furnished the Certificate of their eligibility in this regard.

The Reports given by the Auditors on the Financial Statements of your Company for the year ended 31st March, 2017 is a part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report on the Standalone Financial Statements of your Company for the year ended 31st March, 2017. The Auditors'' Report to the shareholders on the Consolidated Financial Statements of your Company for the year ended 31st March, 2017 contains a qualification with regard to non-consolidation of accounts of Meenakshi Energy Limited, a subsidiary of your Company. As the Accounts of Meenakshi Energy Limited have not yet been compiled and audited the same has not been consolidated as per Ind AS 110 on accounting of Consolidated Financial Statements. The "Emphasis of Matter" given in the Standalone Financial Statements and Consolidated Financial Statements read with note no. 10.2 of the Standalone and Consolidated Financial Statements are self - explanatory.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of your Company during the year under review.

Cost Auditors

M/s. Mani & Co., Cost Accountants, pursuant to the direction of the Central Government, Govt. of India, has been reappointed as Cost Auditors of your Company for conducting Cost Audit for power business of the Company for the financial year ended 31st March, 2018.

Internal Auditors

M/s. Protiviti Consulting Private Limited has been appointed as the Internal Auditors of your Company for the financial year 2017-18 pursuant to Section 138(1) of the Act to conduct the internal audit of the functions and activities of your Company. The internal audit report is placed at the meetings of Audit Committee for their review.

Secretarial Auditors

According to the provision of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. H. M. Choraria & Co., Company Secretaries in Practice, (CP Number- 4557) has been appointed, to undertake the secretarial audit of the Company for the financial year 2016-17. The Secretarial Audit Report is attached to this Report as Annexure IV.

The Secretarial Auditor has made certain observations in the Secretarial Audit Report with respect to non-compliance of Minimum Public Shareholding (hereinafter referred to as "MPS") requirement as prescribed by SEBI and on West Bengal Electricity Regulatory Commission (hereinafter referred to as "WBERC") matter.

In relation to the compliance of MPS, in terms of the Scheme, 24.69% equity shares capital of your Company comprising 24,04,28,662 equity shares of '' 1 each was transferred by erstwhile IPCL to an Independent irrevocable Trust named Power Trust, having Independent Board of Trustees, and accordingly erstwhile IPCL''s shareholding in your Company has come down from 93% to 68.31% and Public Shareholding increased from 7% to 31.69%.

SEBI made an application before the Hon''ble High Court at Calcutta seeking amendment to clause 3.3.3 of the Scheme which stated that the Trustees shall constitute members of the Public. In this regard, the Court vide its Order dated 27th January, 2017 directed Power Trust to sell 32,63,16,563 equity shares constituting 20.68% of the post amalgamated paid up equity share capital of your Company to Public through Offer for Sale, for achieving 25% Minimum Public Shareholding requirement by your Company, by 30th April, 2017 and to transfer the balance 6,31,99,293 equity shares in favour of such entities as the Trust may on its own or at the direction of the promoters deem fit, by 31st March, 2017.

In terms of the aforesaid Order, Power Trust transferred 6,31,99,293 equity Shares of your Company on 30th March, 2017. In terms of the Scheme read with the aforesaid Order, erstwhile IPCL transferred 14,90,87,194 equity shares to Power Trust. Power Trust thereafter offered 32,63,16,563 equity shares of your Company to Public through Offer for Sale mechanism on 6th and 7th April, 2017. Out of the balance shares held, Power Trust again offered 2,50,00,000 equity shares of your Company to Public through Offer for Sale on 26th and 27th April, 2017. Subsequent to the aforesaid Offers 32,53,81,160 equity shares of your Company are held by Power Trust.

In relation to the WBERC matter, WBERC vide its Order dated 7th July, 2014 in its suo-moto proceedings against the Company in respect of the Scheme as sanctioned by the Hon''ble High Court at Calcutta vide its Order dated 17th April, 2013 has held that the above arrangement needs prior approval of WBERC under Section 17(4) of the Electricity Act, 2003 and in absence of such prior approval, WBERC has held the Scheme as void as a licensee. The said Order was challenged by your Company before the Hon''ble High Court at Calcutta and the single member bench of Hon''ble High Court at Calcutta quashed the said Order dated 7th July, 2014 by allowing the Writ Application. WBERC has preferred an appeal against the Order of the single member bench before the division bench of the Hon''ble High Court at Calcutta. The disposal of the matter is presently pending.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit reports to the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in your Company, its compliance with the operating systems, accounting procedures and policies of your Company. Based on the report of Internal Audit, corrective action are undertaken in the respective areas, thereby strengthening control. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

The Board has laid down Internal Financial Controls to be followed by your Company and such controls are adequate and were operating effectively. The Board also reviewed the internal control over financial reporting to ensure that the accounts of your Company are properly maintained and that the accounting transactions are in accordance with the prevailing laws and regulations. In conducting such reviews, the Board found no material discrepancy or weakness in your Company''s internal control over financial reporting.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Company maintained healthy, cordial and harmonious industrial relations throughout the year under review. There were 545 numbers of permanent employees on the rolls of your Company as on 31st March, 2017.

Statements of disclosure of remuneration in terms of the provisions of Section 197 of the Act read with Rule 5(1) and Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure V & Annexure VI respectively.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of Listing Regulations, the Business Responsibility Report for the financial year 2016 -17 is attached to this Report as Annexure VII.

CORPORATE GOVERNANCE

Your Company attaches great importance to good corporate governance and believes in enhancing and retaining investor''s trust. Your Company has always striven to maintain sound corporate practices based on conscience, openness, fairness and accountability. Your Company is committed in building confidence of its various stakeholders, thereby paving the way for long term success. Good corporate governance has always been and will continue to remain one of the leading priorities of the Company through which it shall consistently strive to contribute to the efficiency of the corporate sector and as a result, a faster growing and more dynamic economy.

Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance along with Certificate from the Auditors of your Company regarding compliance with the requirements of Corporate Governance are attached to this Report as Annexure VIII.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement containing the details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is attached to this Report as Annexure IX.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 as on 31st March, 2017 as provided under Section 92(3) of the Act is attached to this Report as Annexure X.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by your Company during the financial year under review with the related parties were in the ordinary course of business and on an arm''s length basis. During the year 2016-17, your Company has not entered into any contract / arrangement / transaction with related parties which could be considered material under purview of the Section 188(1) of the Act. Accordingly, no transactions are being reported in Form AOC - 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. Members may refer to the Notes to the Financial Statements for details of the related party transactions.

Your Company has in place a Related Party Transaction Policy, duly approved and adopted by the Board of Directors, on materiality of related party transactions and on dealing with such transactions. The said policy may be accessed on the Company''s website at the link: http://www.indiapower.com/pdf/Policies_website.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company, being an infrastructure company, the loans made, guarantees given or security provided by it are exempt from the provisions of Section 186 of the Act. However, the investments made by the Company by way of subscription, purchase or otherwise in the securities of any other body corporate, which falls under the ambit of Section 186 of the Act are applicable to your Company which are detailed in the notes to the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant / material orders passed by the Regulators / Courts / Tribunals impacting the going concern status of your Company and its future operations.

ACKNOWLEDGEMENT

The Board of Directors of your Company is pleased to acknowledge and place on record its sincere appreciation for the guidance, co-operation and encouragement extended to your Company by the Ministry of Power, Hon''ble West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, State Discoms, National and State Transmission Companies, West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Contractors, Fuel Suppliers, Power Exchanges, Department of Public Enterprises, SEBI, Stock Exchanges and other concerned Government departments/agencies of the Central and State Governments.

The Board also conveys its gratitude to the Shareholders, Banks, Financial Institutions and Credit Rating Agencies for the continued trust and confidence reposed by them in your Company. The Board would also like to convey their gratitude to the consumers for their unwavering patronage. The Board would also like to place on record their appreciation for the co-operation extended by the Auditors and Stakeholders and the untiring efforts and contributions made by the employees of your Company to ensure excellent all round performance of your Company.

On behalf of the Board,

Hemant Kanoria

Kolkata Chairman

29th May, 2017 DIN:00193015

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 95th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March, 2015.

Highlights

* Net Worth increased by 2.60% to Rs. 1,03,067.54 Lakhs from Rs. 1,00,453.41 Lakhs.

* Revenue declined marginally by 9.79% to Rs. 62,918.40 Lakhs from Rs. 69,749.15 Lakhs on account of lower sales to another licencee.

* EBIDTA increased by 2.22% to Rs. 9,624.24 Lakhs from Rs. 9,415.62 Lakhs.

* PAT declined by 17.31% to Rs. 2,417.85 Lakhs from Rs. 2,924.14 Lakhs.

Financial Results (Rs. in Lakhs)

Particulars Year ended March Year ended March 31, 2015 31, 2014

Total Income 62,918.40 69,749.15

Total Expenditure 59,257.45 65,261.40

Profit before Tax 3,660.95 4,487.75

Less: Provision for Taxation:

Current Tax 698.28 476.86

Deferred Tax 544.82 1,086.75

Profit after Tax 2,417.85 2,924.14

Dividend

The Board of Directors are pleased to recommend a dividend of 5% (Rs. 0.05 per share) for the financial year ended 31st March, 2015 on the paid up equity share capital, subject to approval of the members at the ensuing Annual General Meeting. The dividend, if approved, will result in a payout of Rs. 788.97 Lakhs and shall be subject to Corporate Dividend Tax to be paid by your Company but will be tax free in the hands of the shareholders.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 (hereinafter referred to as "the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

Reserves

The amount carried to the reserves and surplus of the Company for the financial year 2014-15 are given in the Standalone Financial Statements of the year under review.

Change of Name

Pursuant to the approval of the Scheme of Arrangement and Amalgamation (hereinafter referred to as "the Scheme") of erstwhile India Power Corporation Limited (IPCL) into and with DPSC Limited and consequent upon the approval of the Central Government under Section 21 of the Companies Act, 1956, read with Government of India, Department of Company Affairs, New Delhi, Notification No. G.S.R 507 (E) dated 24/06/1985, the name of DPSC Limited has changed to INDIA POWER CORPORATION LIMITED with effect from 27th August, 2013 vide SRN B82636713 dated 27/08/2013.

Subsidiary Companies

INDIA POWER CORPORATION (BODHGAYA) LIMITED (IPCBL),

a wholly owned subsidiary of your Company was incorporated on 12th day of September, 2013 under the Companies Act, 1956 as a Special Purpose Vehicle (SPV) to undertake the Distribution Franchisee business in Gaya and the adjoining areas in the State of Bihar. IPCBL has started its operations w.e.f. June 1, 2014. IPCBL is procuring power from SBPDCL and selling it to the consumers in the franchise area. The said Company recorded a profit after tax of Rs. 71.01 Lakhs for the financial year 2014-15.

IPCL PTE LTD, a wholly owned foreign subsidiary Company was incorporated on 4th day of October, 2013 in the Republic of Singapore under the Companies Act (CAP50) as private company limited by shares to explore business development activities including exploring opportunities of brown field acquisitions in India and abroad. During the year under review, the Company has subscribed to 7,000 equity shares of IPCL PTE Limited having face value of SGD 1 each at par. The said subsidiary company has neither any operating nor trading activity.

During the year under review, the Company has subscribed to 52,00,000 Equity Shares of face value of Rs. 10 each at par, issued by IPCL Power TRADING PRIvATE Limited (IPTPL). Consequent to which, IPTPL has become a subsidiary company. IPTPL has received the Inter-State Power Trading licence dated 23rd February, 2015 from The Central Electricity Regulatory Commission. During the year under review, IPTPL did not generate any operating income.

During the financial year 2014-15, the Company has subscribed to 10,73,67,040 Compulsorily Convertible Preference Shares of face value of Rs. 10/- each at par, issued by INDIA POWER CORPORATION (HALDIA) LIMITED (IPCHL). Consequent to which, IPCHL has become a subsidiary company in terms of the Act. IPCHL is setting up a 450 MW (3x150) Thermal Power Plant in Haldia, West Bengal. During the year under review, IPCHL did not generate any operating income.

The Policy for determining material subsidiaries, as formulated and approved by the Board of Directors, may be accessed on the Company's website at the link: http://www.indiapower. com/pdf/Policies_website.pdf

Consolidated Financial Statements

The Financial Statements, Auditors' Report and Directors' Report of the subsidiaries are not attached to the Annual Accounts of your Company pursuant to general exemption granted vide General Circular No. 2/2011 dated 08.02.201 1 issued by the Government of India, Ministry of Corporate Affairs. However, the necessary details about the subsidiaries are given in the Consolidated Financial Statements. Further any shareholder of the Company or of the subsidiary companies may obtain copies of these documents by writing to the Company Secretary at the Registered Office of your Company. Copies of the Annual Accounts of the subsidiaries would also be available for inspection by any such person or by the trustee of the holder of any debentures of the Company at the Registered Office of your Company on any working day, excluding Saturday. The Annual Accounts of India Power Corporation (Haldia) Limited has not been considered for consolidation in terms of the applicable Accounting Standards.

The Statement in Form AOC-1 containing the salient features of the financial statements of your Company's subsidiary companies pursuant to first proviso to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report.

Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS- 21), Consolidated Financial Statements prepared by your Company include financial information of its subsidiary companies.

A report on the performance and financial position of each of the subsidiary company is included in the Consolidated Financial Statements, prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014 and forms part of the Annual Report. The said report is not repeated here for the sake of brevity.

Share Capital

Paid Up Share Capital

In terms of the Scheme, the shareholders of erstwhile IPCL are entitled to be allotted 11 equity shares of Rs. 1 each of your Company for every 100 equity shares of erstwhile IPCL held by them totaling to allotment of 1 12,02,75,823 equity shares of Rs. 1 each. The holding of erstwhile IPCL in your Company, however, shall stand cancelled pursuant to the Scheme and accordingly the paid-up equity share capital of the Company upon allotment of the consideration shares as envisaged above will be increased from Rs. 97,37,89,640 to Rs. 157,79,33,089 comprising 157,79,33,089 equity shares of Rs. 1 each.

Allotment of the said securities are pending due to certain pending formalities with the Stock Exchanges and the paid up share capital shall undergo the change upon the said allotment.

Review of Operations and State of Company's Affairs:

Your company has maintained its consistent operating performance during the year under review, recording a benchmark Transmission & Distribution Loss figure of 2.31% for the year ended 31st March, 2015, in comparison to previous year figure of 2.70%, which is one of the lowest among the power distribution utilities across India.

The Net Income from Operations was recorded at Rs. 62,736 Lakhs for the financial year ended 31st March, 2015, in comparison to the previous year figures of Rs. 69,453 Lakhs. The Company supplied 878.06 Million Units of power in its license area in West Bengal and 151.05 Million Units of Wind Power in the States of Rajasthan, Karnataka and Gujarat during the financial year ended 31st March, 2015 as against 1011.46 Million Units and 156.40 Million Units respectively for the last year. The Profit after Tax for the financial year ended 31st March, 2015 was recorded at Rs. 2,418 Lakhs, as compared to last year figures of Rs. 2,924 Lakhs.

The Company's generating stations continued to remain consistent and satisfactory inspite of inconsistent fuel availability and its distribution network continued to be robust and stable. The Company's relations with its consumers continued to remain cordial.

Please refer to the Management Discussion & Analysis Report (as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges) annexed to this Report dealing with the state of Company's affairs at length.

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affects the financial position of the Company.

Accounting Policies

Significant Accounting Policies adopted by the Company are detailed in the Note 1 to the Standalone Financial Statements.

Projects

Your Company's capital expenditure plans are undertaken with the objective of ensuring better quality & reliability of supply to its consumers, augmenting power delivery infrastructure to cater to increasing demand, reduction of technical losses, improving its operational efficiencies and developing self sufficiency in generation to meet the emerging challenges of increasing competition in the future.

In furtherance of these objectives, your Company has envisaged various short and long term plans for increasing its generation base and augmenting its existing distribution network.

Sales and Marketing

Your Company has continued with its customer satisfaction and quality service initiatives, conducted customer meets, surveys and awareness programmes for customer retention and servicing. The Company's customer service helpline numbers were actively into operation throughout the year under review, catering to several customer queries and service calls in real time.

Personnel

Industrial Relations in the Company continued to be satisfactory throughout the year under review. There were 595 number of permanent employees on the rolls of the Company as on 31st March, 2015.

Training

The Company continued its endeavour to impart necessary developmental training to its employees and stakeholders for awareness, growth and planning. The Company had undertaken focused in-house training programmes for nurturing its human capital, participated in seminars, workshops and development programmes aimed at increasing efficiency and productivity among employees and increasing stakeholders' awareness and participation.

Particulars of Employees and related disclosures

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) has always been an integral part of the vision of the Company and has been the cornerstone of its core value of Good Corporate Citizenship. CSR for the Company is well encompassing, including making socially responsible products, engaging in responsible employee relations, and not only making a responsible commitment to the community but also encouraging employee engagement in community initiatives.

Formation of CSR Committee

Pursuant to Section 135 of the Act, the Company has constituted a Corporate Social Responsibility Committee of the Board of Directors. The terms of reference of the CSR Committee are as per the provisions of the Act.

The CSR Committee has formulated the CSR Policy which describes the multiple lines around which the CSR activities of the Company are positioned being education and skill development, social and economic welfare, environmental sustainability and such other activities included in Schedule VII to the Act as may be identified by the CSR Committee from time to time. The said Policy is available at the following link: http://www.indiapower.com/pdf/Corporate_Social_ Responsibility_Policy_IPCL.pdf

The Company has taken initiatives and undertaken certain projects as part of CSR during the financial year 2014-15 and the Report on CSR activities is attached to this Report.

During the year under review, the Company could not spend Rs. 43.68 Lakhs out of the entire allocated budget of Rs. 69.83 Lakhs for reasons explained in the Annual Report on CSR activities.

Policy on prevention, prohibition and redressal of sexual harassment of women at the workplace

The Company has laid down a framework for the Prevention, Prohibition and Redressal of Sexual Harassment at workplace based on Section 19 of the Sexual Harassment of Women at the Workplace [Prevention, Prohibition and Redressal] Act, 2013 to promote a healthy culture and congenial environment in which both genders could work together for prosperity and to meet the Company's goals & objectives. Employees may report their concerns to the Internal Complaint Committee formed for this purpose. The Company affirms that during the year under review adequate access to the Committee was provided to the employees. The following is the summary of sexual harassment complaints received and disposed off by the Company during the year under review:

Complaints (No.)

Received Disposed off

Nil Nil

Conservation of energy, technology absorption, foreign exchange earnings and outgo

A Statement containing the details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed to this Report.

Risk Management

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage. As part of the Risk Management framework, the Company reviewed periodically the various risks and finalised the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically.

During the year under review, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework and processes; (b) Identifying risks; (c) Optimising risk situations; and (d) Strengthening the risk management system through continuous learning and development. A Risk Management Policy was reviewed and approved by the Committee.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, CEO/CFO Certification and Auditors' Certificate on Corporate Governance are annexed to this Report and form part of this Report.

A Code of Conduct, as applicable to the Board Members and Senior Management Personnel, has been adopted and practiced and is available on the Company's website at www.indiapower. com.

Directors' Responsibility Statement

In terms of Section 134(3)(c) of the Act, your Directors confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors

Appointment

Pursuant to Section 149 and other applicable provisions of the Act, the members of the Company at the 94th Annual General Meeting, held on 13th September, 2014, appointed the then existing Independent Directors for a term of 5 (five) consecutive years ending on 31st March, 2019.

Further, pursuant to Section 149 and other applicable provisions of the Act, your Directors are seeking appointment of Shri S. Sundereshan and Smt. Dipali Khanna as Independent Directors for a period of 5 (five) consecutive years, who were appointed as Additional Directors in the category of Independent Directors with effect from 13th October, 2014 and 31st March, 2015 respectively.

The terms and conditions of the above appointment(s) are contained in the Letter of Appointment issued to the respective directors and the same is also hosted on the website of the Company.

Notices in writing under Section 160 of the Act have been received by the Company proposing the appointment of Shri Sundereshan and Smt. Khanna as Directors of the Company.

The Board of Directors, at its meeting held on 30th May, 2015, took note of the change in the circumstances affecting the status of Shri Jyoti Poddar as an Independent Director and accordingly noted the change in status of directorship of Shri Poddar from Independent Director to Non-Executive Non- Independent Director.

Notice in writing under Section 160 of the Act has been received from a member of the Company proposing the appointment of Shri Jyoti Kumar Poddar as Director of the Company, liable to retire by rotation.

Director retiring by rotation

Shri Sunil Kanoria retires from the Board by rotation and being eligible, offers himself for reappointment.

Whole-time Director

Based on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors have appointed Shri Asok Kumar Goswami as a Whole-time Director of the Company, for a period of 5 years, with effect from 15th September, 2014. The said appointment is subject to approval of the members at the ensuing Annual General Meeting.

Information regarding the directors seeking appointment/ reappointment

Resume and other information regarding the directors seeking appointment/ reappointment as required by sub-clause (1) of Clause 49 VIII(E) of the Listing Agreement has been given in the Notice convening the ensuing Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

The Board of Directors recommends the above appointment(s) / reappointment(s).

Other Information

Appointment of directors is made in accordance with the Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors. The said policies are annexed to the Board's Report and are also available on the Company's website at the link http://www.indiapower.com/ pdf/Policies_website.pdf

Details of the Directors, their appointment / cessation during the year under review and remuneration are given in the Extract of Annual Return annexed hereto and forming a part of this Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Familiarisation Programme

In terms of Clause 49(II)(B)(7) of the Listing Agreement, the Company is required to conduct familiarisation programmes for Independent Directors to familiarise them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

The details of such programmes for familiarisation of Independent Directors are put up on the website of the Company at the following link:

http://www.indiapower.com/pdf/IPCL_Directors_

Familiarisation_Programme.pdf

Statutory Disclosure:

None of the Directors of the Company are disqualified as per the applicable provisions of the Act.

Meetings

Six Meetings of the Board of Directors were held during the year. Details of such meetings are given in Report on Corporate Governance annexed to this Report.

Committees of the Board

Pursuant to the provisions of the Act, there exists an Audit Committee and Nomination & Remuneration Committee of the Board.

The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report.

Key Managerial Personnel

Details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the Extract of Annual Return annexed hereto and forming a part of this Report.

Nomination & Remuneration Policy

The Board of Directors upon recommendation of the Nomination & Remuneration Committee has approved a policy for selection and appointment of Directors, Senior Management and their remuneration as formulated by the Nomination & Remuneration Committee, which is annexed to this Report.

Performance Evaluation of Board/ Directors/ Committees

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

The criteria for performance evaluation are as under:

Performance Evaluation of Board - Key Parameters:

Degree of fulfillment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to Committees; Effectiveness of Board processes, information and functioning; Board Culture and Dynamics; Quality of relationship between the Board and the Management; Efficacy of communication with external stakeholders, etc.

Self Assessment of the Performance by Individual Directors (including Independent Director) - Key Parameters:

Attendance at meetings; contribution at meetings; independence of judgment; direction / guidance to senior management, etc.

Self Assessment of the Performance by the Board Level Committees - Key Parameters:

Degree of fulfillment of key responsibilities; Adequacy of Committee Composition; Effectiveness of meetings; Committee dynamics; Quality of relationship of the committee with the Board and the management, etc.

The Directors have expressed their satisfaction with the evaluation process.

Vigil Mechanism for Directors and Employees

The Company being committed to the highest possible standard of openness, probity and accountability and aiming to provide avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimisation for any whistle blowing conducted by them in good faith, has established a Vigil Mechanism. It is intended to encourage and enable the employees of the Company to raise serious concerns within the organisation rather than overlooking a problem or handling it externally.

It contains safeguards to protect any person who uses the Vigil Mechanism (Whistle Blower) to raise any concern in good faith. The Company will not tolerate any form of victimisation and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action.

The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint.

The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee.

The said mechanism can also be availed by the directors of the Company.

The Company's Whistle Blower Policy is available on the website of the Company at the following link http://www.indiapower.com/pdf/Policies_website.pdf

Auditors

M/s. Lodha & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company from the conclusion of the 94th AGM till the conclusion of the 99th AGM to be held in the year 2019, subject to ratification of their appointment at the subsequent AGMs.

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, it is proposed to ratify the appointment of M/s. Lodha & Co., as the Statutory Auditors of the Company for the financial year 2015-16. The said Auditors have furnished the Certificate of their eligibility in this regard.

Auditors' Observations

There is no audit qualification in the Company's Financial Statements for the year ended 31st March, 2015.

Cost Auditors

M/s. Mani & Co., Cost Accountants, pursuant to the direction of the Central Government, Govt. of India, was re-appointed as Cost Auditor of the Company for conducting Cost Audit for power business of the Company for the financial year ended 31st March, 2016.

Internal Auditors

M/s. Protiviti was appointed as the Internal Auditors of the Company for the financial year 2015-16 pursuant to Section 138(1) of the Act.

Secretarial Auditors

According to the provision of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. H. M. Choraria & Co., Company Secretaries in Practice, (CP Number- 4557) has been appointed, to undertake the secretarial audit of the company for the financial year 2014-15. The Secretarial Audit Report is annexed to this Report.

The Company Secretary in Practice has made certain observations in its Secretarial Audit Report (annexed to this Report) with respect to non-compliance of Minimum Public Shareholding requirement as prescribed by SEBI and non-compliance of certain provisions of the Electricity Act, 2003.

In relation to the compliance by listed companies with the requirement of Minimum Public Shareholding (MPS), the Company has represented to SEBI that it has complied with the MPS norms pursuant to the provisions of the Scheme sanctioned by the Hon'ble Calcutta High Court, as 24.69% equity share capital comprising 24,04,28,662 equity shares of Rs. 1 each of India Power Corporation Ltd (formerly DPSC Limited) have been transferred by erstwhile India Power Corporation Limited ("IPCL") to an independent irrevocable trust named as 'Power Trust', having independent board of trustees, and accordingly, erstwhile IPCL's shareholding in India Power Corporation Ltd. (formerly DPSC Ltd.) has come down from 93% to 68.31% and Public Shareholding in the Company has increased from 7% to 31.69%.

In terms of the Scheme, the shareholders of erstwhile IPCL are entitled to be allotted 11 equity shares of Rs. 1 each of your Company for every 100 equity shares of erstwhile IPCL held by them totaling to allotment of 1 12,02,75,823 equity shares of Rs. 1 each. The holding of erstwhile IPCL in your Company, however, shall stand cancelled pursuant to the amalgamation and accordingly the paid-up equity share capital of the Company upon allotment of the consideration shares as envisaged above will be increased from Rs. 97,37,89,640 to Rs. 157,79,33,089 comprising 157,79,33,089 equity shares of Rs. 1 each.

Cancellation and Allotment of the said securities are pending due to certain pending formalities with the Stock Exchanges in view of the Interim Order relating to MPS passed by SEBI.

The disposal of this matter is pending with the Hon'ble High Court, Calcutta.

In relation to compliance by the Company with the provisions of Section 17 of the Electricity Act, 2003, the Company has challenged the said Order before the Hon'ble High Court at Calcutta, representing that the provisions of Section 17 of the Electricity Act, 2003 is not applicable to any scheme of merger and / or amalgamation being entered into by a licensee with its non-licensee group company whose wind generation assets and liabilities have only merged into the licensee company. There is no transfer of license at all. In such a scenario, Section 17(1) and (3) are not attracted and accordingly there is no violation of Section 17(4) which merely suggests that any transaction under Section 17(1) and (3) requires prior approval of the Regulatory Commission.

The disposal of this matter is pending with the Hon'ble High Court, Calcutta.

Extract of Annual Return

Extract of Annual Return in Form MGT-9 is annexed to this Report.

Contracts and arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financial year under review with the related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, no transactions are being reported in Form AOC - 2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Related Party Transaction Policy, as formulated and approved by the Board, may be accessed on the Company's website at the following link:

http://www.indiapower.com/pdf/Policies_website.pdf

Your Directors draw attention of the members to Note 29.7 to the Standalone Financial Statements which sets out related party disclosures.

Internal financial control systems and their adequacy

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit reports to the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit, corrective action are undertaken in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

The Board had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and were operating effectively.

Particulars of loans given, investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which such loan or guarantee or security is proposed to be utilised by the recipient(s) are provided in the Standalone Financial Statements.

Significant and Material Orders

There are no significant / material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Acknowledgement

The Board of Directors is pleased to acknowledge and place on record its sincere appreciation for the guidance, co-operation and encouragement extended to the Company by the Ministry of Power, Hon'ble West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, State Discoms, National and State Transmission Companies, West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Contractors, Fuel Suppliers, Power Exchanges, Department of Public Enterprises, SEBI, Stock Exchanges and other concerned Government departments/agencies of the Central and State Governments.

The Board also conveys its gratitude to the Shareholders, Banks, Financial Institutions and Credit Rating Agencies for the continued trust and confidence reposed by them in the Company. The Board would also like to convey their gratitude to the consumers for their unwavering patronage. The Board would also like to place on record their appreciation for the untiring efforts and contributions made by the employees of the Company to ensure excellent all round performance of the Company.

On behalf of the Board,

Hemant Kanoria Kolkata Chairman 8th August, 2015

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 94th annual report together with the audited accounts of your Company for the year ended 31st March 2014.

Highlights:

Revenue increased by 5.81% to Rs69,749 Lakhs from Rs65,919 Lakhs EBIDTA increased by 34.25% to Rs9,328 Lakhs from Rs6,948 Lakhs Pat increased by 5.98% to Rs2,924 Lakhs from Rs2,759 Lakhs net Worth increased by 2.88% to Rs1,00,453.41 Lakhs from Rs97,638.81 Lakhs

Financial results

(Rs in Lakhs) year ended March 31,2014 yearended March 31,2013

Total Income 69749.15 65919.18

Total expenditure 65261.40 61671.88

Profit before tax 4487.75 4247.30 Less:Provision for taxation

Current tax 476.86 0.36

Deferred tax 1086.75 1488.13

Profit after tax 2924.14 2758.81

dividend

the Board of Directors are pleased to recommend a dividend of 5% (H0.05 per share) on the paid up equity share capital for the year ended 31st March 2014, subject to the approval of the shareholders in the annual General Meeting. the dividend, if approved, will result in a payout of H 788.97 Lakhs and shall be subject to Corporate Dividend tax to be paid by your Company but will be tax free in the hands of the shareholders.

Change of name

Pursuant to the approval of the Scheme of arrangement and amalgamation (hereinafter referred to as "Scheme") of erstwhile India Power Corporation Limited (IPCL) into and with DPSC Limited and consequent upon the approval of the Central Government under Section 21 of the Companies act, 1956, read with Government of India, Department of Company affairs, new Delhi, notification no. G.S.r 507 (e) dated 24/06/1985 vide Srn B82636713 dated 27/08/2013 the name of DPSC Limited has changed to InDIa POWer COrPOratIOn LIMIteD with effect from 27th august 2013.

Subsidiary companies:

India Power corPoration (bodhgaya) liMited, a wholly owned subsidiary of your Company was incorporated on 12th day of September, 2013 under the Companies act, 1956 as a Special Purpose vehicle (SPv) to undertake the Distribution Franchisee business in Gaya and the adjoining areas.

IPCL Pte ltd, a wholly owned foreign subsidiary Company was incorporated on 3rd day of October, 2013 in the republic of Singapore under the Companies act, CaP50 as private company limited by shares to explore business development activities including exploring opportunities of brown field acquisitions in India and abroad for expanding its existing business.

In accordance with the General Circular issued by the Ministry of Corporate affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. the Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who is interested in obtaining the same.

The annual accounts of the subsidiary companies are available for inspection at the registered Office of the Company and that of respective subsidiary companies between 11.00 a.m. to 1.00 p.m. on all working days. the Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies. a statement in respect of each of the subsidiaries, giving the requisite details is attached to this report.

Share capital Paid up share capital:

In terms of the Scheme, the shareholders of erstwhile IPCL are entitled to be allotted 11 equity Shares of H1 each of your Company for every 100 equity shares of IPCL held by them totaling to allotment of 112,02,75,823 shares of H1 each. the holding of IPCL in your Company however stands cancelled pursuant to the amalgamation and accordingly the paid-up equity share capital of the Company upon allotment of the consideration shares as envisaged above will be increased from H97,37,89,640 to H157,79,33,089 comprising 157,79,33,089 equity shares of H1 each.

Allotment of the said securities are pending due to certain pending formalities with the stock exchanges and the paid up share capital shall undergo the change upon the said allotment.

Review of operations:

your Company has maintained its consistent operating performance during the year recording a benchmark transmission & Distribution Loss figures of 2.70% for the year ended on 31st March 2014, in comparison to previous year figure of 2.97%, which is one of the lowest among power distribution utilities across India.

The net Income from Operations was recorded at H69453 Lakhs for the financial year ended 31st March 2014, in comparison to the previous year figures of H64982 Lakhs, reflecting a 6.88% growth. the Company supplied 1011.46 Million Units of power in its West Bengal license area and 156.4 Million Units of wind power in the States of rajasthan, Karnataka and Gujarat during the year ended 31st March 2014. the Profit after tax for the year ended 31st March 2014 was recorded at H2924 Lakhs, as compared to last year figures of H2759 Lakhs.

The Company''s generating stations continued to remain consistent and satisfactory inspite of inconsistency of fuel availability and its distribution network continued to be robust and stable. the Company''s relations with its consumers continued to remain cordial.

Tariff:

Pursuant to the Order of Hon''ble West Bengal electricity regulatory Commission dated 26th December, 2013, revised tariff for the financial year 2013-14 is applicable to your Company.

Projects:

Your Company''s capital expenditure plans are undertaken with the objective of ensuring better quality & reliability of supply to its consumers, augmenting power delivery infrastructure to cater to increasing demand, reduction of technical losses, improving its operational efficiencies and developing self sufficiency in generation to meet the emerging challenges of increasing competition in the future.

In furtherance of these objectives, your Company has envisaged various short and long term plans for increasing its generation base and augmenting its existing Distribution network.

sales and Marketing:

your Company has continued with its customer satisfaction and quality service initiatives, conducted customer meets, surveys and awareness programmes for customer retention and servicing. the Company''s customer service help line numbers were actively into operation throughout the year, catering to several customer queries and service calls in real time.

consolidated Financial statements:

your Company has prepared Consolidated Financial Statements in accordance with the applicable accounting Standards. the Consolidated Financial Statements reflect the results of the Company and that of its subsidiaries. as required by Clause 32 of the Listing agreement with Stock exchanges, the audited Consolidated Financial Statements together with the auditors'' report thereon are annexed and form part of this annual report.

accounting Policies:

Significant accounting Policies adopted by the Company are detailed in the note no. 1 of the Financial Statements.

training:

the Company continued its endeavour to impart necessary developmental training to its employees and stakeholders for awareness, growth and planning. the Company had undertaken focused in-house training programmes for nurturing its human capital, participated in seminars, workshops and development programmes aimed at increasing efficiency and productivity among employees and increasing stakeholders'' awareness and participation.

Personnel:

Industrial relations in the Company continued to be satisfactory throughout the year under review.

Information as per Section 217 (2a) of the Companies act, 1956 (the act), read with the Companies (Particulars of employees) rules, 1975, forms part of this report. as per the provisions of Section 219(1)(b)(iv) of the act, the Directors'' report and accounts are being sent to the shareholders excluding the

statement giving particulars of employees under Section 217 (2a) of the act.

any shareholder interested in obtaining a copy of the statement, may write to the Company Secretary at the registered office address of the Company.

social responsibility & welfare:

Corporate Social responsibility (CSr) has always been an integral part of the vision of the Company and has been the cornerstone of its core value of Good Corporate Citizenship. CSr for the Company is well encompassing, including making socially responsible products, engaging in responsible employee relations, and not only making a responsible commitment to the community but also encouraging employee engagement in community initiatives.

your Directors'' are pleased to inform that the Company has contributed part of its earnings on a yearly basis for the Company''s CSr initiatives, largely to benefit the socially and economically underprivileged sections of the society. While the Company''s focus area for CSr has been in the field of education, as responsible citizens, the Company has also been actively supporting issues such as health and environment.

Formation of csr committee

Pursuant to Section 135 of the Companies act, 2013 the Company has constituted the Corporate Social responsibility (CSr) Committee of the Board of Directors. the terms of reference of the CSr Committee are as per the provisions of the Companies act, 2013.

Policy on Prevention, Prohibition and redressal of sexual harassment of women at the workplace:

the Company has laid down a framework for the Prevention, Prohibition and redressal of Sexual Harassment at workplace based on Section 19 of the Sexual Harassment of Women at the Work Place [Prevention, Prohibition and redressal] act, 2013, to promote a healthy culture and congenial environment in which both genders could work together for prosperity and to meet the Company''s goals & objectives.

during the year under review:

(a) number of complaints of sexual harassment received in the year :Nil

(b) number of complaints disposed off during the year : Nil

(c) number of cases pending for more than ninety days : Nil

(d) number of workshops or awareness Programme against sexual harassment carried out : One

(e) nature of action taken by the employee or District : na Officer Particulars of conservation of energy and technology absorption:

the information pursuant to Section 217(1)(e) of the Companies act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) rules 1988, is given in the annexure forming part of this report.

risk Management:

as part of the risk Management framework, the Company reviewed periodically the various risks and finalised the mitigation plans. the risk areas identified by the risk Management framework were covered by the Internal audit and major risks were discussed periodically.

corporate governance:

Pursuant to Clause 49 of the Listing agreement with the Stock exchanges, a Management Discussion and analysis, Corporate Governance report, CeO/CFO Certification and auditors'' Certificate regarding compliance of conditions of Corporate Governance form a part of this report.

a Code of Conduct, as applicable to the Board Members and Senior Management Personnel, has been adopted and practiced and is available on the Company''s website at www.indiapower. com.

directors'' responsibility:

Pursuant to Section 217 (2aa) of the Companies act, 1956, the Directors, based on the representations received from the Management, confirm that:

(i) annual accounts have been prepared in consonance with the applicable accounting standards with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and on the basis of judgements and estimates that are reasonable and prudent so as to give a true and fair view of the annual accounts of the Company as at March 31, 2014 and of the Profit of the Company for the year ended on that date ;

(iii) proper and sufficient care have been taken for maintenance of proper accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

statutory disclosures:

none of the Directors of the Company are disqualified as per the applicable provisions of the Companies act, 1956 and the Companies act, 2013.

directors:

Pursuant to Section 149 and other applicable provisions of the Companies act, 2013, your Directors are seeking appointment of Shri amit Kiran Deb, Shri Debi Prasad Patra, Shri Jyoti Kumar Poddar, Shri Sunirmal talukdar, Shri tantra narayan thakur and Shri nand Gopal Khaitan as Independent Directors for a period of five consecutive years up to 31st March, 2019. Details of the proposal for the appointment of the aforesaid Directors are mentioned in the notice convening the ensuing annual General Meeting and in the explanatory statements under Section 102 of the Companies act, 2013.

Shri Hemant Kanoria retires from the Board by rotation and being eligible, offers himself for reappointment.

key Managerial Persons:

Pursuant to Section 203(1) of the Companies act, 2013, Shri Siddharth ratilal Mehta, Manager (designated as CeO) and Shri nitin Bagaria, Company Secretary were appointed as KMPs as per the provisions of the act. Shri arun Kumar Kedia, was appointed as Chief Financial Officer (CFO) of the Company with effect from 1st april, 2014 pursuant to the requirement of the act.

auditors:

Messrs. Lodha & Co., Chartered accountants, the Statutory auditors of the Company, hold office until the conclusion of the ensuing annual General Meeting (aGM). the said auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies act, 2013 and the rules framed thereunder, it is proposed to appoint Lodha & Co., as Statutory auditors of the Company from the conclusion of the forthcoming aGM till the conclusion of the 99th aGM to be held in the year 2019, subject to ratification of their appointment at the subsequent aGMs.

cost auditor:

Messrs. Mani & Co., Cost accountants, pursuant to the direction of the Central Government, Govt. of India, was re-appointed as Cost auditor of the Company for conducting Cost audit of power generation, transmission and distribution business of the Company for the financial year ended 31st March, 2015.

internal auditors:

M/s. Grant thornton India LLP was appointed as Internal auditors of the Company for the financial year 2014-2015

pursuant to Section 138(1) of the Companies act, 2013.

acknowledgement:

the Board of Directors acknowledge and place on record their sincere appreciation for the guidance, co-operation and encouragement extended to the Company by the Ministry of Power, Hon''ble West Bengal electricity regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, West Bengal State electricity Distribution Co. Ltd., West Bengal Green energy Development Corporation Limited, Damodar valley Corporation, Coal India Limited, eastern Coalfields Limited, Department of Public enterprises, SeBI, nSe, MCX-SX, CSe and other concerned Government departments/agencies of the Central and State Governments.

the Board also conveys its gratitude to the Shareholders, Banks, Financial Institutions and Credit rating agencies for the continued trust and confidence reposed by them in the Company. your Directors would also like to convey their gratitude to the clients and customers for their unwavering patronage.

the Board would also like to place on record their appreciation for the untiring efforts and contributions made by the employees of the Company to ensure excellent all round performance of the Company.

On behalf of the Board,

Kolkata, hemant kanoria 24th May, 2014 Chairman

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Mar 31, 2013

The Directors are pleased to present the 93rd Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2013.

Highlights:

- Revenue increased by 20% to Rs.64747 Lakh from Rs.53873 Lakh

- EBIDTA increased by 106% to Rs.7239 Lakh from Rs.3188 Lakh

- PAT increased by 134% to Rs.2759 Lakh from Rs.1189 Lakh

Financial Results: [2012-2013]

Rs. in Lakh

Year ended March 31, 2013 Year ended March 31, 2012

Total Income 65919.18 54470.65

Total Expenditure 61671.88 52731.48

Profit before Tax 4247.30 1739.17

Less: Provision for Taxation:

Current Tax 0.36 427.34

Deferred Tax & Fringe Benefit Tax 1488.13 131.29

Profit after Tax 2758.81 1180.54

Dividend:

The Board of Directors are pleased to recommend a dividend of Rs.0.50 per share on the paid up equity share capital for the year ended 31st March 2013, subject to the approval of the shareholders in the Annual General Meeting. The dividend, if approved, will result in a payout of Rs.486.90 Lakhs and shall be subject to Corporate Dividend Tax to be paid by your Company but will be tax free in the hands of the shareholders.

New Listing:

The Equity Shares of the Company have been listed on the MCX-SX Stock Exchange Ltd. (MCX-SX) with effect from 3rd May, 2013 as DPSCLTD-EQ, in addition to the existing listing in the National Stock Exchange of India Ltd and the Calcutta Stock Exchange Ltd. The shares are being actively traded in the NSE & MCX-SX.

Amalgamation of India Power Corporation Limited [IPCL] with DPSC Limited [DPSCL]

The Board of Directors of the Company at their meeting held on February 10, 2012 had approved the Scheme of Amalgamation of IPCL with your Company with the objective of synergistic consolidation and integration. Thereafter, the said Scheme was also approved by the shareholders and creditors of your Company vide their meetings held on 30th June 2012 respectively.

The said Scheme thereafter has been sanctioned by the Hon''ble High Court, Calcutta on April 17, 2013 and has become effective thereby on and from the effective date. The amalgamation has enabled appropriate consolidation of the activities of your Company and IPCL, and as such would create greater synergies between the businesses of both the companies and has enabled the Company to have a larger asset base, access to 95 MW of operational wind assets, larger access to financial resources, as well as having a larger pool of human capital that will result in optimal utilisation of resources and enable efficient & effective management of investments in power business.

This amalgamation will integrate the generation and distribution business of the Company & bring it on a higher platform.

Share Capital

Authorised Share Capital:

Pursuant to the Amalgamation, the Authorized Share Capital of your Company increased from Rs.100,00,00,000 to Rs.1700,00,00,000 divided into 1699,72,00,000 Equity shares of Rs.1 /- each and 16000 10% "A" Cumulative Preference Shares of Rs.100/- each and 12000 10% "B" Cumulative Preference Shares of Rs.100 each.

Paid Up Share Capital:

In terms of the Scheme, the shareholders of IPCL are entitled to be allotted 11 Equity Shares of Rs.1 each of your Company for every 100 Equity shares of IPCL held by them totaling to allotment of 1 12,02,75,823 shares of Rs.1 / each. The holding of IPCL in your Company however stands cancelled pursuant to the amalgamation and accordingly the paid-up equity share capital of the Company upon allotment of the consideration shares as envisaged above will be increased from Rs.97,37,89,640 to Rs.157,79,33,089 comprising 157,79,33,089 equity shares of Rs.1 each.

Review of Operations:

Your Company recorded substantial growth in its income from Operations, which was Rs.649.82 Crore for the financial year ended 31st March 2013, as against previous year figures of 541.45 Crore, reflecting a 20% growth. This was due to additions in customer base and increase in tariff pursuant to the Multi Year Tariff Order passed by the regulator. The Company distributed 1020 million units of power during the year ended 31st March 2013 as compared to the previous year''s figures of 998 million units. The Profit after Tax for the year ended 31st March 2013 was 27.59 crore as against the previous year''s figures of 11.89 crore, recording a 134% rise.

T & D loss figures of the current year was at 2.9%, as against 3% for previous year, demonstrating a steady improvement in efficiency standards.

Tariff:

Pursuant to the Order of West Bengal Electricity Regulatory Commission dated 14th February 2013 your company has been allowed Multi Year Tariff [MYT] for the three year block of 2011 to 2014 and the tariff of your company stands revised accordingly.

Projects:

For the year under review, your Company has continued its infrastructure expansion and augmentation projects, aimed towards ensuring better quality and reliability of supply to its consumers and building self-sustaining infrastructure, in line with its long-term growth plans.

Your Board is pleased to inform that the 12 MW thermal power project at Dishergarh has commenced commercial operations during the year and has been performing steadily since then.

On the distribution front, the Company has completed its 220 KV Sub Station at J. K. Nagar and has made considerable progress towards completion of its 33 KV Sub Station project at Nig ha.

Sales and Marketing:

Your Company has continued with its customer satisfaction and quality service initiatives, conducted customer meets, surveys and awareness programmes for customer retention and servicing. The Company''s customer service help line numbers were actively into operation throughout the year, catering to several customer queries and service calls in real time.

Accounting Policies:

Significant Accounting Policies adopted by the Company are detailed in the Notes 1 of the Financial Statement.

Training:

The Company continued its endeavour to impart necessary developmental training to its employees and stakeholders for awareness, growth and planning. The Company had undertaken focused in-house training programmes for nurturing its human capital, participated in seminars, workshops and development programmes aimed at increasing efficiency and productivity among employees and increasing stakeholders'' awareness and participation.

Personnel:

Industrial Relations in the Company continued to be satisfactory throughout the year under review.

Information as per Section 217 (2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Directors'' Report and Accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217 (2A) of the Act.

Any shareholder interested in obtaining a copy of the statement, may write to the Secretary at the registered office of the Company.

Social Responsibility & Welfare:

Corporate Social Responsibility (CSR) has always been an integral part of the vision of the Company and has been the cornerstone of its core value of Good Corporate Citizenship. CSR for the Company is well encompassing, including making socially responsible products, engaging in responsible employee relations, and not only making a responsible commitment to the community but also encouraging employee engagement in community initiatives.

Your Directors'' are pleased to inform that the Company has contributed part of its earnings on a yearly basis for the Company''s CSR initiatives, largely to benefit the socially and economically underprivileged sections of the society. While the Company''s focus area for CSR has been in the field of education, as responsible citizens, the Company has also been actively supporting issues such as health and environment.

Particulars of Conservation of Energy and Technology Absorption:

The information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure) of Particulars in the Report of Board of Directors Rules 1988, is given in the Annexure forming part of this report.

Risk Management:

As part of the Risk Management framework, the Company reviewed periodically the various risks and finalised mitigation plans. The risk areas identified by the Risk Management framework were covered by the Internal Audit and major risks were discussed periodically.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Manager''s and Auditors'' Certificate regarding compliance of conditions of Corporate Governance form a part of this Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel, has been adopted and practiced and is available on the Company''s website at www.dpscl.com.

Directors'' Responsibility:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Management, confirm that:

(i) annual accounts have been prepared in consonance with the applicable accounting standards with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and on the basis of judgements and estimates that are reasonable and prudent so as to give a true and fair view of the annual accounts of the Company as at March 31, 2013 and of the Profit of the Company for the year ended on that date ;

(iii) proper and sufficient care have been taken for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

Statutory Disclosures:

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956.

Directors:

Shri Anup Bhargava, Director of the Company had tendered his resignation from the Board with effect from 17th December, 2012. Shri Tantra Narayan Thakur has been appointed as an additional director on and from 27th May 2013 who will hold office till the date of this Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 from the members of the Company proposing his appointment as Director at the Annual General Meeting of the Company and Shri Thakur has consented to act as such, if appointed.

Shri Hemant Kanoria and Shri Sunil Kanoria retire from the Board by rotation and being eligible, offer themselves for reappointment.

Manager:

The Board of Directors at its meeting held on 27th July, 2012 approved the variation in terms of remuneration of Shri Jyotirmay Bhaumik, Manager designated as Chief Executive Officer of the Company for the remaining period of his tenure of the office with effect from 1st April, 2012 , subject to the approval by shareholders of the Company in the ensuing Annual General Meeting. Shri Jyotirmay Bhaumik, has relinquished his office as CEO and Manager on 1st May, 2013 pursuant to his transfer to India Power Corporation (Haldia) Limited, a group company which is constructing a 3 X 150 MW thermal power plant in Haldia, West Bengal. Board recommends approval of variation in his remuneration.

Your directors are pleased to inform that, pursuant to the above transfer, Shri Siddharth Ratilal Mehta B.E.(Electrical), Indian Institute of Science, has joined the Company as Chief Executive Officer (CEO) to overview the operations and projects of the Company. Shri Mehta brings with him 30 years of rich experience in Power Sector covering areas of Strategy and Business Development, Project Coordination, Management & Execution, Corporate Governance, Business Expansion & growth. Prior to this assignment, Shri Mehta was associated with Essar Power as Head-Business Development and CEO, of their Power Distribution Company. During his long professional career, Shri Mehta has been associated with Torrent Power Ltd as Vice President and with Tata Power Ltd as Assistant General Manager-Business Development Group.

The Board of Directors of the Company at their meeting held on 27th May, 2013, has, subject to the approval of the Members in a General Meeting and all other statutory approval, if any required, approved the appointment of Shri Siddhartha Mehta as Manager of the Company for a period of five years with effect from 2nd May, 2013 or till his superannuation whichever is earlier.

The details of the terms and conditions of appointment and remuneration of Shri Mehta as Manager of the Company has been set out in the notice convening this meeting.

Auditors:

Messers Lodha & Co., Chartered Accountants, will retire as Statutory Auditors at the ensuing Annual General Meeting and are eligible for re-appointment, pursuant to Section 224 of the Companies Act, 1956, (as per the certificate furnished by them) regarding their eligibility for re-appointment for the financial year ending 31st March 2014 as the Auditors of the Company.

Cost Auditor:

Messers Mani & Co., Cost Accountants, pursuant to the direction of the Central Government, Govt, of India, was appointed as Cost Auditor of the Company for conducting Cost Audit for generation, transmission and distribution of electricity business of the Company for the financial year ended 31st March, 2013.

Acknowledgement:

The Board of Directors acknowledge and place on record their appreciation for the guidance, co-operation and encouragement extended to the Company by the Ministry of Power, Hon''ble West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, West Bengal State Electricity Distribution Co. Ltd., West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Coal India Limited, Eastern Coalfields Limited, Department of Public Enterprises, Securities and Exchange Board of India, National Stock Exchange of India Limited, MCX Stock Exchange Limited, Calcutta Stock Exchange Ltd and other concerned Government departments/agencies at the Central and State level etc.

The Board also conveys its gratitude to the shareholders, various Indian Banks/Multilateral agencies/financial Institutions/ credit rating agencies for the continued trust and for the confidence reposed by them in DPSCL. Your Directors would also like to convey their gratitude to the clients and customers for their unwavering trust and support.

The Company is also thankful to the Statutory Auditors for their constructive suggestions and co-operation. The Board would also like to place on record our appreciation for the untiring efforts and contributions made by the employees to ensure excellent all round performance of the Company.

On behalf of the Board,

Kolkata, Hemant Kanoria

27th May, 2013 Chairman

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Mar 31, 2012

The directors are pleased to present the 92nd Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

Highlights

The Company's operating parameters have shown a positive growth, which has resulted in increased turnover and operating profit -

- Net sales increased by 32.81 % to Rs.53873 Lakh from Rs.40563 Lakh.

- EBIDTA increased by 115% to Rs.3188 Lakh from T1481 Lakh

- Increase in PAT by 108 % to Rs.1180 Lakh

Financial Results: [2011-2012]

Rs.in Lakh

Year ended Year ended March 31, 2012 March 31, 2011

Total Income 54470.65 41675.32

Total Expenditure 52731.48 40931.08

Profit before Tax 1739.17 744.24

Less: Provision for Taxation:

Current Tax 427.34 -

Deferred Tax & Fringe Benefit Tax 131.29 176.75

Profit after Tax 1180.54 567.49

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs.0.05 per share on the 97,37,89,640 Equity Shares of Rs.1/- each for the year ended 31st March 2012, subject to the approval of the shareholders in the Annual General Meeting. The dividend, if approved, will result in a payout of Rs.487 lakh and shall be subject to Corporate Dividend Tax to be paid by your Company but will be tax free in the hands of the shareholders.

SUB-DIVISION IN FACE VALUE OF SHARES

During the year under review, the face value of the equity shares of the Company has been sub-divided from Rs.10/- (Rupees Ten) each fully paid up into Rs.1/- (Rupee One) each fully paid up pursuant to the approval of the shareholders of the Company at their Extra- Ordinary General Meeting held on Monday, the 5th day of December, 2011.

INCREASE IN AUTHORISED SHARE CAPITAL

During the year under review, the authorised share capital of the Company has been increased to Rs.100,00,00,000 (Rupees One Hundred Crore) currently divided into 16,000 (Sixteen Thousand) A' Preference Shares of Rs.100 (Rupees One Hundred only) each, 12,000 (Twelve - Thousand) 'B' Preference Shares of Rs.100 (Rupees One Hundred only) each and 99,72,00,000 (Ninety Nine Crore Seventy Two Lakh ) Equity Shares of Rs.1/- (Rupee One only) each pursuant to the approval of the Shareholders of the Company at their Extra-Ordinary General Meeting held on Monday, the 5th day of December, 2011.

ISSUE OF BONUS SHARES

The Company, during the year under review, has issued Bonus Shares to the existing shareholders of the Company amounting to 93,14,50,960 Shares by way of capitalization out of the sum standing to the credit of the general reserves, share premium, and profit and loss account of the Company as on 31st March 2011, in the ratio of 22 (Twenty Two) Equity Shares of Rs.1/- (Rupee One) each fully paid up for every 1 (One) fully paid-up Equity Share of Rs.1/- (Rupee One) each pursuant to the approval of the Shareholders of the Company at their Extra-Ordinary General Meeting held on Monday, the 5th day of December, 2011.

AMALGAMATION OF INDIA POWER CORPORATION LIMITED INTO AND WITH YOUR COMPANY

The Board of Directors of your Company at its meeting held on February 10, 2012 has, based on the recommendations of a Committee of Directors constituted earlier to consider this proposal, approved amalgamation of India Power Corporation Limited ("IPCL") into and with your Company in terms of a Scheme of Arrangement and Amalgamation ("the Scheme") under Sections 391 to 394 of the Companies Act, 1956. The Board has approved the share swap ratio of 11:100, meaning thereby that every shareholder of IPCL holding 100 (One Hundred) fully paid Equity Shares of Rs.1/- each shall be entitled to receive 11 (Eleven) fully paid-up Equity Shares of Rs.1 /- each in your Company. Such swap ratio is based upon the report by an independent valuer and the fairness of the same has been confirmed by an independent merchant banker. The Appointed Date for the amalgamation shall be October 1, 2011.

IPCL is engaged in the business of 'power generation' including generation, transmission, distribution and supply of electrical energy, in all forms and manner for public and private purposes and is the holding company of DPSC holding 93% of its equity share capital.

The Board of Directors of your Company believes that synergistic integration through amalgamation of IPCL into and with your Company shall result in:

a) consolidation of the businesses presently being carried on by IPCL and your Company which shall be beneficial to the interests of the shareholders, creditors and employees of both the companies and to the interests of public at large, as such amalgamation would create greater synergies between the businesses of both the companies and would enable them to have large asset base, access to better financial resources as well as enable them to manage their business more efficiently by effectively pooling the technical, distribution and marketing skills of each other;

b) creating value for shareholders of your Company;

c) creating better synergies across the group and optimal utilisation of resources;

d) better administration and cost reduction (including reduction in administrative and other common costs); and

e) creation of separate investment vehicle to hold and manage all the investments in power business in a more effective and efficient manner.

It is also proposed in the Scheme that, post the Scheme becoming effective, the name of your Company would change to "India Power Corporation Limited".

The aforesaid Scheme was thereafter filed with the respective stock exchanges where your shares are listed. The Company has obtained approval in respect of the Scheme from the Competition Commission of India. Thereafter, the Scheme was filed before the High Court, Calcutta, wherein, the Hon'ble Court, vide its Order dated 11 th May 2012 was pleased to call for shareholders and creditors meeting of your Company, notice of which is being separately circulated.

REVIEW OF OPERATIONS

Your Company recorded good growth in Net Income from Operations, which was Rs.537.86 crore for the financial year ended 31st March 2012, in comparison to the previous year ended figures of Rs.405.63 crore, showing a 32.59% growth owing to increased demand in the supply area. The Company supplied 998 million units of power during the year ended 31st March 2012 as compared to the previous year's figures of 971 million units. The Profit after Tax for the year ended 31st March 201 2 owing to this increased supply was recorded at Rs.11.80 crore as against the previous year's figures of Rs.5.67 crore recording a 108% rise.

In the distribution side, your Company recorded one of the lowest T & D loss figures across India, at of 3.10% for the year, as against 3.30% for previous year.

TARIFF

Pursuant to the notification of West Bengal Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations 2011 during April 2011, your Company had filed its Multi Year Tariff [MYT] petition for the three year block of 2011-14 in July 2011, order for which is expected during the second quarter of FY 2012-13. The Company has also received orders towards petitions filed appeals with Appellate Tribunal for Electricity [ATE] with regard to Annual Performance Review Orders for the years 2006-07; 2007-08 and 2008-

PROJECTS

For the year under review, your Company has continued its capital expansion and augmentation projects, aimed towards ensuring better quality and reliability of supply to its consumers and building self-sustaining infrastructure, keeping in mind its long-term growth plans.

In continuance to last year's Directors' Report, your Board is pleased to inform that the 12MW thermal power project at Dishergarh is in commissioning stage and the Company has received all necessary approvals required for commencing operations for this project.

Your Company's 2 x 270 MW thermal generation project also has made progress as the Company has received water allocation for the first phase and other necessary consents and approvals for the project are also under way.

On the distribution front, the Company has successfully commissioned its 33 kV Sub-Station project at Dhasaldanga at a benchmark completion time of 7 months. The construction at J. K. Nagar 220/33 kV sub-station site is in full swing and with the completion of construction of the sub-station and considerable development towards erection of 220 kV Double Circuit transmission line connecting State Grid and J. K. Nagar Substation, your Board is confident that the Company shall achieve its target milestone and continue to create benchmarks in project scheduling.

Your Directors are pleased to inform you that during the year under consideration, the Company has initiated Smart Grid development process. As a first phase of the Smart Grid project, your Company successfully implemented Automated Meter Reading project (AMR), also known as AMR to Billing, whereby the Company is now generating consumer meter reading reports and bills, real time with negligible variance in data. This has resulted in savings towards lead time for meter reading and bill generation and also increased the operational efficiency by increasing the accuracy of the data. Pursuant to the success of the AMR to Billing, your Company is now implementing the second phase of the AMR Project, that will ensure real time data management and availability at the receiving feeders, that will enable T & D Loss management, further adding to its operational efficiency.

SALES AND MARKETING

Your Company has continued with its customer satisfaction and quality service initiatives, conducted customer meets, surveys and awareness programmes for customer retention and servicing. The Company's customer service help line numbers were actively into operations and throughout the year catered to several customer queries and service calls in real time.

ACCOUNTING POLICIES

Significant Accounting Policies adopted by the Company are detailed in the Notes 1 of the Financial Statement. TRAINING

The Company continued its endeavour to impart necessary developmental training to its employees and stakeholders for awareness, growth and planning. The Company had undertaken focused In-house Training Programmes for nurturing its human capital, participated in seminars, workshops and development programmes aimed at increasing efficiency and productivity among employees and increasing stakeholders' awareness and participation.

PERSONNEL

Industrial Relations in the Company continued to be satisfactory throughout the year under review.

Information as per Section 217 (2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Directors' Report and Accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217 (2A) of the Act.

Any shareholder interested in obtaining a copy of the statement, may write to the Secretary at the registered office of the Company.

SOCIAL RESPONSIBILITY & WELFARE

Corporate Social Responsibility (CSR) has always been an integral part of the vision of the Company and has been the cornerstone of its core value of Good Corporate Citizenship. CSR for the Company is well encompassing, including making socially responsible products, engaging in responsible employee relations, and not only making a responsible commitment to the community but also encouraging employee engagement in community initiatives.

Your Directors are pleased to inform that the Company has contributed part of its earnings on a yearly basis for the Company's CSR initiatives, largely to benefit the socially and economically underprivileged sections of the society. While the Company's focus area for CSR has been in the field of education, as responsible citizens, the Company has also been actively supporting issues such as health and environment.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure) of particulars in the Report of Board of Directors Rules 1988, is given in the Annexure forming part of this report.

RISK MANAGEMENT

As part of the Risk Management framework, the Company reviewed periodically the various risks and finalised mitigation plans. The risk areas identified by the Risk Management framework were covered by the Internal Audit and major risks were discussed periodically.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Manager's and Auditors' Certificate regarding compliance of conditions of Corporate Governance form a part of this Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel, has been adopted and practiced and is available on the Company's website at www.dpscl.com.

DIRECTORS' RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Management, confirm that:

(i) annual accounts have been prepared in consonance with the applicable accounting standards with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and on the basis of judgements and estimates that are reasonable and prudent so as to give a true and fair view of the annual accounts of the Company as at March 31, 2012 and of the Profit of the Company for the year ended on that date ;

(iii) proper and sufficient care have been taken for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956. DIRECTORS

Shri Sunirmal Talukdar and Sri Anup Bhargava were appointed as Additional Directors of the Company with effect from 7th May, 2012 and 25th May 2012 respectively and will hold their offices upto the date of this Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 from members of the Company proposing their appointment as Directors of the Company at the Annual General Meeting of the Company and they have also consented to act as such, if so appointed.

Shri Amit Kiran Deb and Shri Debi Prasad Patra retire from the Board by rotation and being eligible, offer themselves for reappointment. MANAGER

The Board of Directors at its meeting held on 29th July, 2011 approved the variation in terms of remuneration of Shri Jyotirmay Bhaumik, Manager designated as Chief Executive Officer of the Company for the remaining period of his tenure of the office with effect from 1st April, 2011, subject to the approval by shareholders of the Company in the ensuing Annual General Meeting. The Board recommends approval of his variation in remuneration.

AUDITORS

Messrs. Lodha & Co., Chartered Accountants, will retire as Statutory Auditors at the ensuing Annual General Meeting and are eligible for re-appointment, pursuant to Section 224 of the Companies Act, 1956, (as per the certificate furnished by them) regarding their eligibility for re-appointment for the financial year ending 31st March 2013 as the Auditors of the Company.

COST AUDITOR

Messrs. Mani & Co., Cost Accountants, pursuant to the direction of the Central Government, Govt, of India, was appointed as Cost Auditor of the Company for conducting Cost Audit for generation, transmission and distribution of electricity business of the Company for the financial year ended 31st March, 2012.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the Hon'ble West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, West Bengal State Electricity Distribution Co. Ltd., West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Coal India Limited, Eastern Coalfields Limited and Banks etc.

The Board also places on record the valuable contribution of its esteemed consumers in the sustained growth of the Company. The Board also likes to express its deep appreciation of the understanding and support extended by the employees at all levels and its esteemed shareholders. On behalf of the Board, Kolkata, Hemant Kanoria

25th May, 2012 Chairman

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Mar 31, 2011

The Directors are pleased to present the 91st Annual Report and Audited Statement of Accounts of the Company for the Year ended 31st March 2011,

FINANCIAL RESULTS: <2010 - 2011>

Rs in Lakh Year ended Year ended March 31,2011 March 31,2010

Total Income 41675.32 41393.21

Total Expenditure 40931.08 40380.41

Profit before Exceptional Items and Taxation 744.21 1012.80

Exceptional Items - 544.04

1556.84

Less: Provision for Taxation:

Current Tax - 291.05

Deferred Tax & Fringe Benefit Tax 176.75 <156.95>

Profit after Tax but before Statutory Provisions and Taxation 567.49 1422.74

Statutory Provisions and Transfers

Unforeseen Exigencies 39.54 35.65

Unforeseen Exigencies - interest 10.00 8.99

Net Profit for the year 517.95 1378.10

Add: Balances brought forward from last Accounts 4002.82 2674.09

Profit Available for Appropriations: 4520.77 4052.19

Appropriations

Dividend 42.34 42.34

Income Tax on Dividend 6.87 7.03

Debenture Redemption Reserve 300.00 -

General Reserve 1242.10 -

Balance carried to Balance Sheet 2929.46 4002.82

DIVIDEND:

The Board of Directors are pleased to recommend a dividend of Rs. 1.00 per share on the 42,33,868 Equity Shares of Rs. 10/- each for the year ended 31st March 2011, subject to the approval of the Annual General Meeting. The dividend, If approved, will result in a payout of Rs. 42.34 lakhs and shall be subject to Corporate Dividend Tax to be paid by your Company but will be tax free in the hands of the Shareholders.

REVIEW OF OPERATIONS:

Your Company has maintained its consistent operating performance during the year recording a benchmark Transmission & Distribution Loss figures of 3.32 % for the year ended on 31st March 2011, which is one of the Lowest among power distribution utilities across India.

The Net income from operations was recorded at Rs 405.63 Crore for the financial year ended 31st March 2011, in comparison to the previous year ended figures of Rs. 10.46 crore, Showing a marginal reduction owing to reduced actual consumption in the supply area. The Company supplied 971 Million Units of power during the year ended 31st March 2011 recording there by a marginal increase in supply, as compared to the previous year's figures of 965 Million Units. The profits after tax for the year ended 31st March 2011 effected by the rising cost of fuel and power purchase and after payment of pending wage settlement dues to the workers since 2007, were recorded at Rs. 5.17 Crores as against the previous year's figures on Rs. 13.78 Crores.

The Company's generating stations continued to remain consistent and satisfactory in spite of Inconsistency of fuel availability from ECL and its distribution network continued to be robust and stable. The company's relations with its consumers continued to remain cordial, In regard to quality of service and reliability of power supply.

The company has under taken a complete integration of the utility by way of addition in its generating capacities, distribution lines and Sub stations and also augmentation of its existing network system. With the continued peak performance copied with the unlocking of values through he vision and guidance of the new management, your directors are confident that the company will continue its growth and expansions.

TARIFF:

The Hon’ble West Bengal Electricity Regulatory Commission issued its Tariff Order on 29th July, 2010 of the year 2010-11 against its filed annual performance Review and Annual Revenue requirement petition with WBERC. Due to change in regulations, Multi Years Tariff petition for next three years 2011-14 is expected to be filled by September, 2011. The company has filed appeals against WBERC tariff orders with Appellate Tribunal for Electricity in regards to certain disallowances in the Tariff Orders for the years 2006-07; 2007-08 and judgement of the ATE is awaited.

PROJECTS:

Your Company's capital expenditure plans are undertaken with the objective of ensuring better quality & reliability of supply to its consumers, augmenting power delivery infrastructure to cater to increasing demand, reduction of technical lasses, improving its operational efficiencies and developing self sufficiency in generation to meet the emerging challenges of increasing competition in the future.

In furtherance of these objectives, your Company has envisaged various short and long term plans for increasing its generation base and augmenting its existing Transmission & Distribution network.

GENERATION:

12 MW Thermal Power Project at Dishergarh :

As mentioned in the Last report, Your Company was exploring the possibilities of renovating its existing over station at Dishergarh so as to increase its efficiency level and reduce variable costs. During the year, the company has taken up the renovation project of Dishergarh power Station by replacement of old Boiler, Turbine, Generator and augmentation of the remaining plant. The company is using the Latest fluidized Bed combustion technology in this project that will optimize production and cost. A;; major statutory clearance has been obtained and EPC order for 12MW has been placed. After successful commissioning of this plant, the entire are will be absorbed in the existing network.

2X270 MW Thermal Power Project at Raghunathpur:

Considering the delay in 2x250MW power project at Dishergarh due to land related issues, your Company has decided to shift the location to Raghunathur in purlia district of West Bengal. Allotment of land for the project has been received from the Govt, of West Bengal and the remaining part of the land allotment is in process. Allocation for MOEF clearance, chimney height clearance from AAI, coal linkage application, water allocation and other statutory clearances are in progress. As BHEL is now manufacturing plants of 270 MW instead of 250 MW, the configuration of 2x270 MW has been finalized. The total project cost has been estimated at Rs. 2970 crore approval and expected to be completed by mid 2014.

DISTRIBUTION :

Your Company distribution network sourced 230MVA of power this year, with a mix of own generation and purchase from Damodar Valley Corporation and West Bengal state Electricity Distribution Company Limited Registering a 82% growth as compared to last year figures of 190MVA.

The Company's 6 receiving stations/at Dishergarh, Seebpore, Luchipur, Satagram, Gauri and Bankola operated satisfactory at 70% efficiency level.

Your directors are pleased to inform you that the Company has undertaken massive captialisation plans in respect of its distribution network to complement the long term vision, Such captialization plans includes installation of several sub-stations across the existing network as well as commissioning of 220kv and 400kv sub-station so as enable nation grid connectivity. During 2010, your Company has undertaken construction is in full swing. on commissioning of this sub-station, an additional 100MVA load will be available. The company has also started strengthening its existing 33kvnetwork, so as to reach at every comer in its license area, by way of undertaking construction of 5 new 33KV Sub-station at Dhasaldanga, chalbapur, Nigha, Dhadka and parbella. While construction at Dhasaldanga is in progress, the remaining sub-station will be followed. To enable National Grid connectivity. Your Company is also contemplating undertaking construction of a 220/400KV sub-station at Mangalur.

SALES AND MARKETING:

Acknowledging that customer satisfaction and quality service is the key for a sustainable growth story, your Company has during the year launched an extensive customer guidance, support and awareness programme, aiming at 100% customer retention and servicing. This includes prior intimation to customer in case of scheduled load shedding, regular customer retention and servicing. This includes prior intimation to customers in case of scheduled load shedding, regular customer calls and visits to understand and mitigate customer service help line numbers to attend and to mitigate customer issues in real time

RENEWAL OF LEASE AGREEMENT WITH ECL :

The company has entered into an agreement with Eastern coal fields ltd for renewal of lease of Chinakuri power station for a period of one year till 31st March 2012.

NON CONVERTIBLE DEBENTURES :

The company during the year under review has issued 10.75% secured, redeemable, non convertible Debentures of Rs 100 Crore to augment the long term resources of the company, working capital purposes, financing capital projects of the company, repayment of existing debt and capital expenditure. The issued NCDs is having dual A credit rating and is also listed with the national Stock exchange of India Limited on the wholesale Debt Market segment with effect from 4th january,2011

PROMOTER OF THE COMPANY:

Consequent upon Scheme of Amalgamation of M/s. Orbis Power Venture Private limited into and with M/s. India Power Corporation Limited as per the scheme sanctioned by the Hon’ble High Court, Calcutta, M/s. India Power Corporation Limited has therefore become the promoter of the company as defined under Regulation 2 of the securities and Exchange Board Regulations, 1997 and has acquired control and management of the company.

ACCOUNTING POLICIES:

Major accounting policies adopted by the Company are detailed in the Notes to Accounts in Schedule 17.

SEGMENT INFORMATION:

The company during the year has taken into account the nature of business, the different risks and returns and for better clarity of the state of affairs and performance of operations of the company. the two business segments have been identified i.e Power and investment operation and a report there to is forming part of this report.

TRAINING:

The company continued in its endeavor to impart appropriate and relevant training to its employees to equip them to meet the challenges that are ahead and to enhance their performance in the best interest of the company. the Company has also taken u an exercise on carrier growth & planning by identifying potential & training needs of employees by engaging professionals in the field. The Company mainly focused on in-house Training Programme not only for job enrichment but also prepare them for change to derive maximum benefit for the organization as well. The Company keeping in mind the multifarious activates, the in house programmers were divided into four parts viz, corporate core programmers, supportive/ Need Based programmers, plant/ Technical / specific skills Programmers and Safety, Health and industrial Hygiene related programmers.

PERSONNEL:

Industrial Relations in the Company continued to be satisfactory throughout the year under review.

There are no employees in the company who are in receipt of salary of Rs 60,00,000/- P.a or Rs. 5,00.000/-pm. if employed for part of the year. Hence the statement of particulars of employees as required under Section 217<2A> of the Companies Act, 1956,read with companies Rules, 1975, as amended till date is not attached.

SOCIAL RESPONSIBLITY & WELFARE:

The company besides its responsibilities to its consumers, stakeholders and employees is conscious about its social obligations and has been contributing to various activates mainly in the areas in which it is involved.

Corporate Social Responsibilities has always been an integral part the vision of the company and has been the Cornerstone of its core value of Good Corporate Citizenship. CSR for the Company is well encompassing including making socially responsible products, engaging in responsible employee relations, and not only making a responsible commitment to the community but also encouraging employee engagement in community initiatives.

The company has pledged good amount of its profit on a yearly basis for the Company's CSR initiatives, largely to benefit the socially and economically disadvantaged sections of society. While the company's focus area for CSR has been in the field of education, as responsible citizens, the Company has also been actively issues such as health and environment.

POLICY STANDARISTION

ENVIRONMENT, HEALTH AND SAFETY POLICY :

The Company, during the year under review has framed and implemented Environment, Health and safety of all employees of the Company directly or in directly engaged in the business process at work place and protecting the environment.

POLICY ON PREVENTION OF SEXUAL HARASSMENT IN THE WORKPLCE:

The company has laid down defined guidelines and broad frame work on the policy based on Visakha guidelines, prohibiting sexual harassment at work place and providing an effective grievance redressed procedure, having provisions clearly laid down for prevention and reporting at all levels of employment.

POLICY FOR STATUTORY COMPLIANCE;

The company has adopted and implemented a well defined legal corporate compliance framework of all laws, rules and regulations applicable to company to eliminate the possibility of non-compliance (s) and imposition of penalties and stricture on the company and/or its employees(s) resulting in adverse impact on the business and reputation of the company.

INFORMATION TECHNOLOGY

The company is in the process of implementing IT Policy covering major areas lacs generation, distribution, materials, finance and human resources, for enhancing service level to its consumers, suppliers, employees and other stakeholders. Implementation of the above is expected to lead to better system integrity and process reliability thereby improving decision making.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information pursuant so Section 217(1)(e) of the companies Act, 1956 read with the companies (Disclosure) of particulars in the Report of Board of Directors Rules 1988, is given in the Annexure forming part of this report.

RISK MANAGEMENT:

As part of the Risk Management framework, the company reviewed periodically the various risks and finalized mitigation plans. The risk areas identified by the risk management framework were covered by the internal Audit and major risks were discussed periodically.

CORPORATE GOVERANCE:

Pursuant to clause 49 of the Listing Agreement with the stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director's and Auditor's and Certificate regarding compliance of corporate Governance form a part of this Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel has been adopted and practiced its available on the company's website at www.dpsl.com.

DIRECTOR'S RESPONSIBILITY:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors, based on the representations received from the management, Confirm that:

(i) annual accounts have been prepared in consonance with the applicable accounting standards with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and on the of judgments and estimates that are reasonable and prudent so as to give a true and fair view of the annual accounts of the company as at March 31, 2011 and of the profit of the company for the year ended on that date;

(iii) proper and sufficient care have been taken for maintenance of proper accounting records in accordance with the provisions of the companies Act, 1956 for safe guarding the assets of the company and for detecting frauds and irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

STATUTORY DISCLOSURES: None of the Directors of the Company are Disqualified as per the provisions of Section 274 (1) (g) of the Companies Act, 1956.

DIRECTORS:

Shri Debi Prasad Patra had tendered his resignation from the post Managing Director from the close of business hour of the Company on 31st July, 2010. However, he continues as Non-Executive Director of the Company.

Shri Jyoti Kumar Poddar and Shri N G Khaitan retire from the board by rotation and being eligible, offers themselves for reappointment.

MANAGER:

Shri Jyotirmay Bhaumik, BE (Mechanical) from University, M. Tech (Thermal) from IIT-Delhi, MBA (Finance), and MBA (HR), having over 26 years of rich experience in the power sector has been appointed as Manager of the Company in terms of the provisions of Section 2(24) of the Companies Act, 1956 with effect from 1 st August, 2010 to look after the operations and to undertake the development & upcoming of various power of the Company.

AUDITOR

Messrs. Lodha & Co, Chartered Accountants, will retire as Statutory Auditors at the ensuing Annual General Meeting and are eligible for re-appointment, pursuant to section 224 of the companies Act, 1956 with effect from 1st August, 2010 to look after the operations and to undertake the development & upcoming of various power projects of the company.

AUDITORS:

Messrs. Lodha & co. Chartered Accountants, will retire as Statutory Auditors at the ensuing Annual General Meeting and are eligible for re-appointment, pursuant to section 224 of the Companies Act, 1956, (as per the certificate furnished by them) regarding their eligibility for re-appointment for the financial year ending 31st March 2012 as the Auditors of the company.

COST AUDITOR:

M/s. Mani & CO, Cost Accountants, pursuant to the direction of the Central Government, Govt. of India, was appointment as Cost Auditor of the Company for Conducting Cost Audit for generation, transmission and distribution of Electricity business of the company for the financial year ended 31st march, 2011.

ACKNOWELEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the Hon’ble West Bengal Electricity Regulatory Commission, various Ministries of the Central and state Governments, particularly the power Departments, West Bengal State Distribution co. Ltd, Damodar Valley Corporation, Coal India Limited, Eastern Coalfields Limited and Banks etc

The Board also places on record the valuable contribution of its esteemed consumers in the sustained growth of the company. The Board also likes to express its depreciation of the understanding and support by the employees at all levels and it's esteemed Shareholders.

Kolkata, On behalf of the Board

23rd May, 2011 Hemant Kanorla

Chairman

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Mar 31, 2010

The directors are pleased to present the 90th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

Rupees in Lakh

2009 -10

Profit before Tax and Special Appropriation 1556.84

Less: Provision for Taxation:

Current Tax 291.05

Deferred Tax (156.95)

Profit after Tax but before Special Appropriation 1422.74

Add: Profit brought forward from last Accounts 2674.09

Appropriations:

Transfers to:

Reserve for Unforeseen Exigencies 35.65

Reserve for Unforeseen Exigencies - Interest 8.99

Proposed Dividend 42.34

Corporate Dividend Tax 7.03

Balance carried forward to Balance Sheet 4002.82



DIVIDEND:

The Board of Directors are pleased to recommend a dividend of Re. 1.00 per share on the 42,33,868 Equity Shares of Rs.10/ each for the year ended 31st March 2010, subject to the approval of the shareholders in the Annual General Meeting. The dividend, if approved, will result in a payout of Rs.42.34 lakhs, exclusive of Corporate Dividend Tax.

REVIEW OF OPERATIONS:

The Company had yet another successful year of operation, recording substantial improvement in its overall performance with a Pre-tax Profit of Rs.1556.84 lakh for the year ended 31st March, 2010 registering a 50 % increase over the profit of Rs 1037.76 lakh in the previous year. This outcome was facilitated by a satisfactory tariff revision allowed by the Honble West Bengal Electricity Regulatory Commission (WBERC) for the year and improvements in operational efficiencies achieved by your Company.

Despite the subdued economic recovery that took place during the year, sales volume increased by 4 % on a year to year basis. This increase in sales was attributable to increased demand from existing consumers as well as to the addition of new consumers. The Companys relationship with its consumers continued to remain cordial and satisfactory by dint of the quality service rendered to them and reliability of power supplies.

TARIFF:

The Honble West Bengal Electricity Regulatory Commission (the Commission) issued its Tariff Order for the years 2008-09 to 2010-11 in the end of September 2008. Under the Annual Performance Review (APR) to be carried out at the end of each year by the Commission on the basis of the audited accounts, the Annual Revenue Requirement (ARR) approved for the year under review is subject to further revision on the basis of actual performance and the difference between the revised ARR and actual sales revenue is adjusted against the ARR of subsequent year(s).

The Commission has, till date, completed the APR for the years 2006-07 and 2007-08 and made consequential adjustments against the ARRs for 2008-09 and 2009-10, respectively, at the time of approving tariffs for those years. The Company is of the opinion that the revised ARRs approved by the Commission for the years 2006-07 and 2007-08 are not in accordance with the applicable Tariff Regulations framed by the Commission and has hence filed appeals there against in the Appellate Tribunal for Electricity. The Commission is yet to issue the APR Order for 2008-09 and notify the revised tariffs applicable for the year 2010-11.

PROJECTS:

Your Companys capital expenditure plans are undertaken with five objectives. These are - ensuring better quality & reliability of supply to its consumers, augmenting power delivery infrastructure to cater to increasing demand, reduction of technical losses, improving its operational efficiencies and developing self sufficiency in generation to meet the emerging challenges of increasing competition in the future.

In furtherance of these objectives, your Company has envisaged short and mid term plans for augmenting and adding to its existing T & D network. Such plans envisage segregation of 33 kV bus and installation of 14 panel 11 kV switchgear at Bankola receiving station, installation of 2nd 7.5 MVA transformer, one 33/11 kV transformer and one 33 kV feeder in Gopalpur-Sen Raleigh receiving station, one 33 kV overhead line and additional 33 kV bay along with another 7.5 MVA transformer at Ikra receiving station, besides other routine capital expenditure within a period of one year.

Your Company has also proposed construction of a 220/33 kV sub station at J.K. Nagar, augmentation of old overhead and underground lines, construction of adequate numbers of transformers and LT network to supply power to Shristinagar, installation of 7.5 MVA transformer at Haripur and conversion of existing feeders to 33 kV, construction of 33 kV substation at Dhasal, construction of 33/11 kV substation at Parbelia, Ghalbalpur and Burn Standard Works and construction of adequate numbers of 33 kV feeders and 11 kV feeders to evacuate power within a period of three years. Your Company also proposes to construct a 33/11 kV substation in Andal area and install a 15 MVA transformer at Parbelia to cater to future load growth.

The Company has received the in principle approval of the Commission for the preliminary expenditure on the proposed 2 X 250 MW thermal power station at Dishergarh. Work on obtaining the necessary statutory approvals and clearances are progressing satisfactorily while negotiations for lease of land owned by the State Government and Eastern Coalfields Ltd. are at an advanced stage.

Keeping in view the relatively long period that will be taken to commission the new 500 MW power station, the Company is simultaneously examining the techno-economic feasibility of replacing the existing Dishergarh power station units with a power plant of 8 MW to 10 MW capacity, as also setting up one 60 MW to 80 MW power plant at Chinakuri in addition to the existing units there. Such measures to augment the Companys generation base with cost effective and modern technology are capable of being implemented in a short time span and once commissioned, will enable the Company to not only decrease its dependence on imports of power from other sources but is also expected to enable reduction of its overall tariffs to consumers. Implementation of the two projects are subject to receipt of necessary regulatory approvals, and, in the case of the Chinakuri project, to renegotiation of the existing lease terms of the Chinakuri Power Station with Eastern Coalfields Ltd.

DISINVESTMENT OF COMPANYS SHARES BY MAJORITY OF SHAREHOLDERS:

As reported last year, the proposed disinvestment of shares of the Company by Andrew Yule & Company Limited, Life Insurance Corporation of India Limited, United India Insurance Company Limited, Katras Jherriah Coal Company Limited and The Bengal Coal Company Limited ("the Sellers") was completed during the year through Competitive Bidding Process where M/s. Orbis Power Venture Private Ltd along with Person Acting in Concerts- M/s. Srei Infrastructure Finance Ltd and M/s. India Power Corporation Ltd ("the Acquirer") was identified as the qualified highest bidder in the said bidding process with a winning bid of Rs. 710 per share and consequent upon signing of the Share Purchase Agreement and Supplementary Agreement by the Sellers and the acquirer on 28.01.2010, the acquirer has acquired 24,20,455 shares representing 57.17% shares of DPSC Ltd through off market transfer.

PROMOTER OF THE COMPANY:

The Acquirer after the above referred acquisition, has made an Open Offer to the shareholders of the Company, in terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the "Regulations"), to acquire additional 20% of the fully diluted equity share capital of the Company at a price of Rs. 710/- per share. The Offer opened on 31st March, 2010 ended on 19th April, 2010. Upon successful completion of the Offer, the aggregate shareholding of the Acquirer stands increased to 91.14% of the paid up equity share capital of the Company as at 30th April, 2010. M/s. Orbis Power Venture Private Ltd has therefore become the promoter of the Company as defined under Regulation 2(h) of the Regulations and has acquired control and management of the Company, as defined in Regulation 2(c) of the said Regulations.

ACCOUNTING POLICIES:

Major accounting policies adopted by the Company are detailed in the Notes to Accounts in Schedule 17.

TRAINING:

The Company continued in its endeavor to impart appropriate and relevant training to its employees to equip them to meet the challenges that are ahead and to enhance their performance in the best interest of the Company. The Company has also taken up an exercise on career growth & planning by identifying potential & training needs of employees by engaging professionals in the field.

PERSONNEL:

Industrial Relations in the Company continued to be satisfactory throughout the year under review.

Information as per Section 217 (2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Directors Report and Accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217 (2A) of the Act.

Any shareholder interested in obtaining a copy of the statement, may write to the Secretary at the registered office of the Company.

SOCIAL RESPONSIBILITY & WELFARE:

The Company besides its responsibilities to its consumers, stakeholders and employees has an obligation towards the society at large. The Company has undertaken several initiatives to ensure sustainable environment management and promotes environmental awareness among its employees. The Company regularly participates in socially relevant issues and works together with various charitable institutions and NGOs working for social emancipation. The Company also supports some educational institutions for augmentation of their infrastructure with a view to providing more congenial atmosphere for education.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure) of particulars in the Report of Board of Directors Rules 1988, is given in the Annexure forming part of this report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Directors and Auditors Certificate regarding compliance of conditions of Corporate Governance form a part of this Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel has been adopted and practiced is available on the Companys website at www.dpscl.com.

DIRECTORS RESPONSIBILITY:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Management, confirm that:

(i) annual accounts have been prepared in consonance with the applicable accounting standards with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and on the basis of judgments and estimates that are reasonable and prudent so as to give a true and fair view of the annual accounts of the Company as at March 31,2010 and of the Profit of the Company for the year ended on that date;

(iii) proper and sufficient care have been taken for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for detecting frauds and irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

STATUTORY DISCLOSURES:

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS:

Shri M K Choudhuri, Director of the Company had tendered his resignation from the Board with effect from 24th October, 2009. The members of the Board place on record their appreciation of the valuable services rendered and guidance provided by him during his association with the Company.

Consequent upon the disinvestment of shares of the Company by majority of shareholders the Board of the Company was reconstituted on 29th January, 2010 with the appointment of Shri Hemant Kanoria as Non-Executive Chairman, Shri Jyoti Kumar Poddar, Shri Nand Gopal Khaitan, Shri Debi Prasad Patra, Shri Sunil Kanoria and Shri Amit Kiran Deb as Additional Directors of the Company to represent the new management.

Upon such reconstitution, Shri E .I. Thomas, Dr. R K D Shah, Shri L K Dash, Shri V K Kukreja and Shri Asis Bandyopadhyay relinquished their position as Director of the Company on 29th January, 2010. The Board of Directors recorded their appreciation of the valuable contribution and guidance provided by them during their association as Directors of the Company.

Shri S. Radhakrishnan, Managing Director also relinquished his position as Managing Director of the Company with effect from the close of business hour on 10th February, 2010. The members of the Board placed on record their deep appreciation for the valuable services rendered and guidance provided by him during his long association with the Company.

During the year, Shri Debi Prasad Patra was appointed as the Managing Director of the Company in terms of the provisions of Section 2(26) of the Companies Act, 1956 with effect from 11th February, 2010 for a period of five years without any remuneration subject to the approval of Members of the Company in the ensuing Annual General Meeting. Appropriate resolution seeking approval in this regard is appearing in the Notice convening the Annual General Meeting of your Company.

Shri Hemant Kanoria, Shri Jyoti Kumar Poddar, Shri Nand Gopal Khaitan and Shri Debi Prasad Patra were appointed as Additional Directors of the Company with effect from 29th January, 2010. They will hold office upto the date of this Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 from the members of the Company proposing their appointment as Directors of the Company at the Annual General Meeting of the Company and they have consented to act as such, if so appointed.

Shri Sunil Kanoria and Shri Amit Kiran Deb were appointed as Additional Directors of the Company with effect from 5th February, 2010. They will hold office upto the date of this Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 from the members of the Company proposing their appointment as Directors of the Company at the Annual General Meeting of the Company and they have consented to act as such, if so appointed.

The Board of Directors at its meeting held on 16th September, 2009 approved an ad hoc increase of 15% in the remuneration of Shri S Radhakrishnan, erstwhile Managing Director of the Company with effect from 1st April, 2009 keeping perquisites not related to remuneration unchanged till his current tenure for a period of five years with effect from 25th January, 2008 or till he attains the age of his superannuation whichever is earlier, subject to the approval by shareholders of the Company in the ensuing Annual General Meeting. Shri S. Radhakrishnan, since had relinquished his office as Managing Director on 10th February, 2010, the Board recommends approval of his remuneration.

Shri Hemant Kanoria and Shri Jyoti Kumar Poddar retire from the Board by rotation and being eligible, offers themselves for reappointment.

AUDITORS:

Messrs. Price Waterhouse & Co., Chartered Accountants, has expressed their unwillingness for re-appointment as Statutory Auditors at ensuing Annual General Meeting. Therefore, it is proposed to appointment M/s. Lodha & Co., Chartered

Accountants as Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company. The Company has received letters from them to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

COST AUDITOR:

M/s. ABhattacharya & Associates, Cost Accountants, pursuant to the direction of the Central Government, Govt, of India, was appointed as Cost Auditor of the Company for conducting Cost Audit for generation, transmission and distribution of electricity business of the Company for the financial year ended 31st March, 2010.

AUDITORS REPORT:

The observations made in the Auditors Report are dealt in with Note 10 (c) of Schedule 17 of Notes on Accounts which are self- explanatory and hence do not require any further clarification.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the Honble West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, West Bengal State Distribution Co. Ltd, Damodar Valley Corporation, Coal India Limited, Eastern Coalfields Limited and Banks etc.

The Board also keeps on record the valuable contribution of its esteemed consumers in the sustained growth of the Company and takes this opportunity to pledge the Companys commitment to serve them better and better. The Board also likes to express its great appreciation of the understanding and support extended by the employees at all levels and its esteemed Shareholders.



Kolkata On behalf of *e Board,

17th May, 2010 Hemant Kanoria

Chairman